Common use of Subrogation Clause in Contracts

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

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

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

Subrogation. Subject to To the payment extent that a Claim indemnified by the Company under this Section 4.02 is in fact paid in full by the Company or an insurer under a policy of all Senior Indebtednessinsurance maintained by the Company, the Securityholders shall Company or such insurer, as the case may be, shall, without any further action, be subrogated to the rights and remedies of the holders Indemnitee on whose behalf such Claim was paid with respect to the transaction or event giving rise to such Claim. Such Indemnitee shall give such further assurances or agreements and shall cooperate with the Company or such insurer, as the case may be, to permit the Company or such insurer to pursue such rights and remedies, if any, to the extent reasonably requested by the Company. So long as no Event of Default shall have occurred and be continuing, if an Indemnitee receives any payment from any party other than the Company or its insurers, in whole or in part, with respect to any Claim paid by the Company or its insurers hereunder, it shall promptly pay over to the Company the amount received (but not an amount in excess of the amount the Company or any of its insurers has paid in respect of such Senior Indebtedness Claim). Any amount referred to receive payments or distributions of cash, property or securities of in the preceding sentence that is payable to the Company shall not be paid to the Company, applicable to such Senior Indebtedness until the principal of (and premiumor, if any) it has been previously paid directly to the Company, shall not be retained by the Company, if at the time of such payment an Event of Default shall have occurred and interest on the Debentures be continuing, but shall be paid in full. For to and held by the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders or the Loan Trustee would be entitled except as security for the provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit obligations of the holders of such Senior Indebtedness by Securityholders or Company under this Agreement, the TrusteeIndenture and the other Operative Documents, shalland, as between if the Company agrees, shall be applied against the Company, its creditors other than holders of Senior Indebtedness of the Company, ’s obligations hereunder and the holders of the Debentures be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are thereunder when and are intended solely for the purposes 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. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall they become due and payable in accordance with their termsand, or is intended at such time as there shall not be continuing any such Event of Default, such amount, to or shall affect the relative rights of the holders of the Debentures and creditors of extent not previously so applied against the Company’s obligations, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject be paid to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.

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

Subrogation. Subject to (a) Upon the payment in full full, in cash or cash equivalents, of all Senior Indebtedness, the Securityholders Holders of each series of Debentures shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities assets of the Company, applicable to Company made on such Senior Indebtedness until the principal all series of (and premium, if any) and interest on the Debentures shall be paid in full. For ; and for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, cash property or securities to which the Securityholders or the Trustee Holders of any series of Debentures would be entitled except for the provisions of this Article XV10, and no payment over pursuant to the provisions of this Article XV 10 to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the TrusteeHolders of such series of Debentures, shall, as between the Company, its creditors other than holders of such Senior Indebtedness and such Holders of the Companysuch series of Debentures, and the holders of the Debentures be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is , it being understood that the provisions of this Article XV 10 are and are intended solely for the purposes purpose of defining the relative rights of the holders of the Securitiessuch Senior Indebtedness, on the one hand, and the holders such Holders of such Senior Indebtednessseries of Debentures, on the other hand. Nothing contained in . (b) If any payment or distribution to which Holders of any series of Debentures would otherwise have been entitled but for the provisions of this Article XV or elsewhere in 10 shall have been applied, pursuant to this Indenture or in the Debentures 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 absolute and unconditionalArticle 10, to pay the payment of all Senior Indebtedness then and in such case Holders of such series of Debentures shall be entitled to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture receive from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property at the time outstanding any payments or securities of the Company, distributions received upon the exercise of any by such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness in excess of the Companyamount sufficient to pay, the amount thereof in cash or payable thereoncash equivalents, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVsuch Senior Indebtedness in full.

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

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

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

Subrogation. Subject The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by an Indemnitee-Related Entity (as defined herein). The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Indemnitee-Related Entity to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the Certificate of Incorporation or By-laws (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Indemnitee-Related Entity, and (iii) it irrevocably waives, relinquishes and releases the Indemnitee-Related Entity from any and all claims against the Indemnitee-Related Entity for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment in full by the Indemnitee-Related Entity on behalf of all Senior Indebtedness, Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Securityholders Company shall affect the foregoing and the Indemnitee-Related Entity shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the holders of such Senior Indebtedness Company. The term “Indemnitee-Related Entity” means any company, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or the insurer under and pursuant to receive payments or distributions of cash, property or securities an insurance policy of the Company, applicable ) from whom an Indemnitee may be entitled to such Senior Indebtedness until the principal indemnification or advancement of (and premium, if any) and interest on the Debentures shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities Expenses with respect to which the Securityholders Company may also have an indemnification or the Trustee would be entitled except for the provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debentures be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are and are intended solely for the purposes 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. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVadvancement obligation.

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

Subrogation. (a) Subject to the payment in full of all Senior IndebtednessIndebtedness of the Company, the Securityholders rights of the holders of the Debentures shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, as the case may be, applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders holders of the Debentures or the Trustee would be entitled except for the provisions of this Article XVXVI, and no payment over pursuant to the provisions of this Article XV XVI to or for the benefit of the holders of such Senior Indebtedness by Securityholders holders of the Debentures or the Trustee, shall, as between the Company, its creditors (other than holders of Senior Indebtedness of the CompanyIndebtedness), and the holders of the Debentures Debentures, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV XVI are and are intended solely for the purposes of defining the relative rights of the holders of the SecuritiesDebentures, on the one hand, and the holders of such Senior Indebtedness, Indebtedness on the other hand. . (b) Nothing contained in this Article XV XVI or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors (other than the holders of Senior IndebtednessIndebtedness of the Company), and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, as the case may be, other than the holders of Senior Indebtedness, as the case may be, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV XVI of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. . (c) Upon any payment or distribution of assets of the Company referred to in this Article XVXVI, the Trustee, subject to the provisions of Article VI of this IndentureSection 9.1(b), and the Securityholders holders of the Debentures shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholdersholders of the Debentures, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVXVI.

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

Subrogation. Subject to the payment in full of all Senior Indebtedness, the Securityholders rights of the Holders of the Notes shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such Senior Indebtedness until the principal of (and of, premium, if any) , and interest on on, and all other amounts owing in respect of, the Debentures Notes shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders Holders of the Notes or the Trustee would be entitled except for the provisions of this Article XVVI, and no payment over pursuant to the provisions of this Article XV VI, to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders of the Notes or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Debentures Notes be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV VI are and are intended solely for the purposes of defining the relative rights of the holders Holders of the SecuritiesNotes, on the one hand, and the holders of such Senior Indebtedness, Indebtedness on the other hand. Nothing contained in this Article XV VI or elsewhere in this First Supplemental Indenture or the Indenture or in the Debentures Notes is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders Holders of the DebenturesNotes, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Notes the principal of (and premium, if any) and interest on and all other amounts owing in respect of the Debentures Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures Notes and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture Note from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, as amended and supplemented by this First Supplemental Indenture, subject to the rights, if any, under this Article XV VI of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVVI, the Trustee, subject to the provisions of Article VI Section 7.01 of this the Indenture, and the Securityholders Holders of the Notes, shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Notes, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVVI.

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

Subrogation. (a) Subject to the payment in full of all Senior IndebtednessIndebtedness of the Company, the Securityholders rights of the holders of the Debentures shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, as the case may be, applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders holders of the Debentures or the Trustee would be entitled except for the provisions of this Article XVXVI, and no payment over pursuant to the provisions of this Article XV XVI to or for the benefit of the holders of such Senior Indebtedness by Securityholders holders of the Debentures or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debentures Debentures, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV XVI are and are intended solely for the purposes of defining the relative rights of the holders of the SecuritiesDebentures, on the one hand, and the holders of such Senior Indebtedness, Indebtedness on the other hand. . (b) Nothing contained in this Article XV XVI or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors (other than the holders of Senior IndebtednessIndebtedness of the Company), and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, as the case may be, other than the holders of Senior IndebtednessIndebtedness of the Company, as the case may be, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV XVI of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. . (c) Upon any payment or distribution of assets of the Company referred to in this Article XVXVI, the Trustee, subject to the provisions of Article VI of this IndentureSection 9.1, and the Securityholders holders of the Debentures shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholdersholders of the Debentures, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVXVI.

Subrogation. Subject to the payment in full of all Company Senior IndebtednessIndebtedness with respect to the Securities of any series, the Securityholders rights of the Holders of the Securities of such series shall be subrogated to the rights of the holders of such Company Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such Company Senior Indebtedness until the principal of (and premiumof, if any) any premium and interest on (including any Additional Interest) on, and any Additional Amounts with respect to, the Debentures Securities of such series shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Company Senior Indebtedness of any cash, property or securities to which the Securityholders Holders or the Trustee would be entitled except for the provisions of this Article XV16, and no payment over pursuant to the provisions of this Article XV 16 to or for the benefit of the holders of such Company Senior Indebtedness by Securityholders Holders of the Securities of such series or the Trustee, shall, as between the Company, its creditors other than holders of such Company Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Debentures Securities of such series, be deemed to be a payment or distribution by the Company to or on account of such Company Senior Indebtedness. It is understood that the provisions of this Article XV 16 are and are intended solely for the purposes of defining the relative rights of the holders Holders of the SecuritiesSecurities of each series, on the one hand, and the holders of the Company Senior Indebtedness with respect to the Securities of such Senior Indebtedness, series on the other hand. Nothing contained in this Article XV 16 or elsewhere in this Indenture Indenture, any Additional Provisions or in the Debentures Securities of any series is intended to or shall impair, as between the Company, its creditors other than the holders of Company Senior IndebtednessIndebtedness with respect to the Securities of such series, and the holders Holders of the DebenturesSecurities of such series, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities of such series the principal of (and premiumof, if any) any premium and interest on (including any Additional Interest) on, and any Additional Amounts with respect to, the Debentures Securities of such series as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures Securities of such series and creditors of the Company, other than the holders of such Company Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture Security of such series from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV 16 of the holders of such Company Senior Indebtedness in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV16, the Trustee, subject to the provisions of Article VI 6 of this Indenture, and the Securityholders Holders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Securities of any series, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Company Senior Indebtedness with respect to the Securities of such series and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV16.

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

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

Subrogation. Subject (a) With respect to the payment value of any payments or distributions in full cash, property or other assets that any of all Senior Indebtednessthe Note Claimholders actually pays over to the ABL Agent or the ABL Claimholders under the terms of this Agreement, the Securityholders Note Claimholders shall be subrogated to the rights of the holders ABL Claimholders; provided, however, that the Notes Agent, on behalf of the Note Claimholders, hereby agrees not to assert or enforce all such Senior Indebtedness rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of ABL Obligations has occurred. The Grantors acknowledge and agree that, to receive the extent permitted by applicable law, the value of any payments or distributions of in cash, property or securities other assets received by the Note Claimholders that are paid over to the ABL Claimholders pursuant to this Agreement shall not reduce any of the CompanyNote Obligations. Notwithstanding the foregoing provisions of this Section 8.5(a), applicable none of the Note Claimholders shall have any claim against any of the ABL Claimholders for any impairment of any subrogation rights herein granted to such Senior Indebtedness until the principal Note Claimholders. (b) With respect to the value of (and premium, if any) and interest on the Debentures shall be paid in full. For the purposes of such subrogation, no any payments or distributions to the holders of such Senior Indebtedness of any in cash, property or securities other assets that any of the ABL Claimholders actually pays over to which the Securityholders or Note Claimholders under the Trustee would be entitled except for the provisions terms of this Article XVAgreement, and no payment over pursuant the ABL Claimholders shall be subrogated to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debentures be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are and are intended solely for the purposes of defining the relative rights of the holders Note Claimholders; provided, however, that the ABL Agent, on behalf of the SecuritiesABL Claimholders, on hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the one hand, Discharge of Note Obligations has occurred. The Grantors acknowledge and the holders of such Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditionalagree that, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise extent permitted by applicable law upon default under this Indenturelaw, subject to the rights, if any, under this Article XV value of the holders of such Senior Indebtedness any payments or distributions in respect of cash, property or securities other assets received by the ABL Claimholders that are paid over to the Note Claimholders pursuant to this Agreement shall not reduce any of the CompanyABL Obligations. Notwithstanding the foregoing provisions of this Section 8.5(b), received upon none of the exercise ABL Claimholders shall have any claim against any of the Note Claimholders for any impairment of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject subrogation rights herein granted to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVABL Claimholders.

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

Subrogation. Subject to (a) Upon the payment in full of all Senior IndebtednessDebt in cash or cash equivalents, the Securityholders Holders shall be subrogated to the rights of the holders of such Senior Indebtedness Debt to receive payments or distributions of cash, property or securities of the Company, applicable to Company made on such Senior Indebtedness Debt until the principal of (and of, premium, if any) , and interest on the Debentures Securities shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness Debt of any cash, property or securities to which the Securityholders Holders or the Trustee on their behalf would be entitled except for the provisions of this Article XVFourteen, and no payment over pursuant to the provisions of this Article XV Fourteen to or for the benefit of the holders of such Senior Indebtedness Debt by Securityholders the Holders or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders of the Debentures Holders, be deemed to be a payment or distribution by the Company to or on account of such the Senior IndebtednessDebt. It is understood that the provisions of this Article XV are and Fourteen are intended solely for the purposes purpose of defining the relative rights of the holders of the SecuritiesHolders, on the one hand, and the holders of such the Senior IndebtednessDebt, on the other hand. Nothing contained in . (b) If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article XV or elsewhere in Fourteen shall have been applied, pursuant to the provisions of this Indenture or in Article Fourteen, to the Debentures is intended to or shall impairpayment of all amounts payable under Senior Debt, as between the Company, its creditors other than the holders of Senior Indebtednessthen, and the holders of the Debenturesin such case, the obligation of the Company, which is absolute and unconditional, Holders shall be entitled to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture receive from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property Debt any payments or securities of the Company, distributions received upon the exercise of any by such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness Debt in excess of the Companyamount required to make payment in full, the amount thereof in cash or payable thereoncash equivalents, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVof such Senior Debt of such holders.

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

Subrogation. Subject to the payment in full of all Senior IndebtednessIndebtedness with respect to the Securities of any series, the Securityholders rights of the Holders of the Securities of such series shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such Senior Indebtedness until the principal of (and premiumof, if any) any premium and interest on on, and any Additional Amounts with respect to, the Debentures Securities of such series shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders Holders or the Trustee would be entitled except for the provisions of this Article XV16, and no payment over pursuant to the provisions of this Article XV 16 to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders of the Securities of such series or the Trustee, shall, as between the Company, its creditors other than holders of such Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Debentures Securities of such series, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV 16 are and are intended solely for the purposes of defining the relative rights of the holders Holders of the SecuritiesSecurities of each series, on the one hand, and the holders of the Senior Indebtedness with respect to the Securities of such Senior Indebtedness, series on the other hand. Nothing contained in this Article XV 16 or elsewhere in this Indenture Indenture, any Additional Provisions or in the Debentures Securities of any series is intended to or shall impair, as between the Company, its creditors other than the holders of Senior IndebtednessIndebtedness with respect to the Securities of such series, and the holders Holders of the DebenturesSecurities of such series, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities of such series the principal of (and premiumof, if any) any premium and interest on on, and any Additional Amounts with respect to, the Debentures Securities of such series as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures Securities of such series and creditors of the Company, other than the holders of such Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture Security of such series from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV 16 of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV16, the Trustee, subject to the provisions of Article VI 6 of this Indenture, and the Securityholders Holders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Securities of any series, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness with respect to the Securities of such series and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV16.

Subrogation. Subject to the Upon payment in full of all Senior IndebtednessDebt, the Securityholders Subordinated Creditors shall be immediately subrogated to the rights of the holders Senior Creditors (to the extent of such payments and distributions previously made to or for the account of the Senior Indebtedness Creditors pursuant to the provisions of this Article II), to receive payments or and distributions of cash, property or securities Property of the Company, Borrower or of any of its Subsidiaries applicable to such Senior Indebtedness Debt until the principal of (and premium, if any) and interest all amounts owing on the Debentures Subordinated Debt shall be paid in full. For No payments or distributions applicable to Senior Debt which the Subordinated Creditors shall receive by reason of their being subrogated to the rights of the Senior Creditors pursuant to the provisions of this Section 2.8 shall, as between the Borrower or any of its Subsidiaries, any of their creditors other than the Senior Creditors, and the Subordinated Creditors, be deemed to be a payment by such Person to or for the account of any Subordinated Debt; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness Creditors of any cash, property or securities Property to which the Securityholders or the Trustee Subordinated Creditors would be entitled except for the provisions of this Article XVAgreement, and no payment over pursuant to the provisions of this Article XV Agreement, to or for the benefit of Senior Creditors by the holders of such Senior Indebtedness by Securityholders or the TrusteeSubordinated Creditors, shall, as between the CompanyBorrower or any of its Subsidiaries, its any of their creditors other than holders of the Senior Indebtedness of the CompanyCreditors, and the holders of the Debentures Subordinated Creditors, be deemed to be a payment or distribution by the Company such Person to or on for the account of such any Senior Indebtedness. It is Debt, it being understood that the provisions of this Article XV are and Agreement are intended solely for the purposes purpose of defining the relative rights of the holders of the SecuritiesSubordinated Creditors, on the one hand, and the holders of such Senior IndebtednessCreditors, on the other hand. Nothing , and nothing contained in this Article XV Section 2.8 or elsewhere in this Indenture or in the Debentures Agreement is intended to or shall impair, as between the Company, Borrower or any of its creditors other than the holders of Senior Indebtedness, Subsidiaries and the holders Subordinated Creditors, the obligations of the Debentures, the obligation of the CompanyBorrower and its Subsidiaries, which is are absolute and unconditional, to pay to the holders Subordinated Creditors, subject always to the rights of the Debentures Senior Creditors, the principal of (and premium, if any) and interest on the Debentures Subordinated Debt as and when the same shall become due and payable in accordance with their its terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.

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

Subrogation. Subject to 4.1. Except as set forth in Section 4.2 below, in the event of payment in full of all Senior Indebtednessunder this Agreement, the Securityholders Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do everything that may be necessary to secure such rights, including the holders execution of such Senior Indebtedness documents necessary to receive payments or distributions enable the Company effectively to bring suit to enforce such rights. 4.2. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of cashexpenses and/or insurance provided by a venture capital fund, property or securities shareholder(s) of the CompanyCompany or other third parties and certain of their affiliates (collectively, applicable the “Secondary Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to such Senior Indebtedness until Indemnitee are primary and any obligation of the principal of Secondary Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (and premium, if anyii) and interest on the Debentures that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in fullsettlement to the extent legally permitted and as required by the terms of this Agreement and the Amended Articles (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Secondary Indemnitors from any and all claims against the Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. For The Company further agrees that no advancement or payment by the purposes Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Ixxxxxxxxx has sought indemnification from the Company shall affect the foregoing and the Secondary Indemnitors shall have a right of contribution and/or be subrogated to the extent of such subrogation, no payments advancement or distributions payment to all of the holders rights of such Senior Indebtedness recovery of any cash, property or securities to which Indemnitee against the Securityholders or Company. The Company and Indemnitee agree that the Trustee would be entitled except for Secondary Indemnitors are express third party beneficiaries of the provisions terms of this Article XVSection 4.2. 4.3. If any Secondary Indemnitors is or was a party or is a witness or responding to discovery in any proceeding indemnifiable by Indemnitee under this Agreement, and no payment over pursuant such Secondary Indemnitor’s involvement in the proceeding arises directly or indirectly from the Indemnitee’s Corporate Capacity then, subject to any applicable law, and subject to the provisions of this Article XV to or for the benefit of the holders of Agreement, such Senior Indebtedness by Securityholders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debentures be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are and are intended solely for the purposes 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. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders Secondary Indemnitor shall be entitled (without duplications) to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate all of the receiverindemnification rights and remedies (including, trustee in bankruptcywithout limitation, liquidation trustee, agent or other Person making such payment or distribution, delivered the advancement of Expenses) solely to the Trustee or extent that the Indemnitee would have been entitled to an indemnification in connection with such proceeding pursuant to the Securityholdersterms of this Agreement and provided that such indemnifications shall be deemed, for all purposes, to have been made to the purposes of ascertaining Indemnitee himself. The Company and the Persons entitled to participate in such distribution, Indemnitee agree that the holders of Senior Indebtedness and other indebtedness Secondary Indemnitors are express third party beneficiaries of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to terms of this Article XVSection 4.3.

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

Subrogation. Subject to the payment in full of all Senior IndebtednessIndebtedness of the Company or the Guarantor, the Securityholders rights of the holders of the Notes shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the CompanyCompany or the Guarantor, as the case may be, applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures Notes shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of for such Senior Indebtedness of any cash, property or securities to which the Securityholders holders of the Notes or the Trustee would be entitled except for the provisions of this Article XVSix, and no payment over pursuant to the provisions of this Article XV Six, to or for the benefit of the holders of such Senior Indebtedness by Securityholders holders of the Notes or the Trustee, shall, as between (i) the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debentures Notes or (ii) the Guarantor, its creditors other than the holders of Senior Indebtedness of the Guarantor, and the holders of the Notes, be deemed to be a payment or distribution by the Company or the Guarantor, as the case may be, to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV Six are and are intended solely for the purposes of defining the relative rights of the holders of the SecuritiesNotes, on the one hand, and the holders of such Senior Indebtedness, Indebtedness on the other hand. Nothing contained in this Article XV Six or elsewhere in this Indenture or in the Debentures Notes is intended to or shall impair, as between (i) the Company, its creditors other than the holders of Senior IndebtednessIndebtedness of the Company, and the holders of the DebenturesNotes or (ii) the Guarantor, its creditors other than the holders of Senior Indebtedness of the Guarantor, and the holders of the Notes, the obligation of the CompanyCompany or the Guarantor, as the case may be, which is absolute and unconditional, to pay to the holders of the Debentures Notes the principal of (and premium, if any) and interest on the Debentures Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures Notes and creditors of the CompanyCompany or the Guarantor, as the case may be, other than the holders of Senior IndebtednessIndebtedness of the Company or the Guarantor, as the case may be, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture Note from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article XV Six of the holders of such Senior Indebtedness in respect of cash, property or securities of the CompanyCompany or the Guarantor, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company or the Guarantor referred to in this Article XVSix, the Trustee, subject to the provisions of Article VI Section 7.1 of this the Indenture, and the Securityholders holders of the Notes, shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholdersholders of the Notes, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the CompanyCompany or the Guarantor, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVSix.

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

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

Subrogation. Subject to the payment in full of all Senior Indebtedness, the Securityholders rights of the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, as the case may be, applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest (including any Additional Payments) on the Debentures Securities shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XVTwelve, and no payment over pursuant to the provisions of this Article XV Twelve, to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Debentures Securities, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV Twelve are and are intended solely for the purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of such Senior Indebtedness, Indebtedness on the other hand. Nothing contained in this Article XV Twelve or elsewhere in this Indenture or in the Debentures Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders Holders of the DebenturesSecurities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities the principal of (and premium, if any) and interest (including any Additional Payments) and Additional Redemption Distributions, if any, on the Debentures Securities as and when the same shall become due and payable in accordance with their termsterms (except as permitted by Section 312), or is intended to or shall affect the relative rights of the holders Holders of the Debentures Securities and creditors of the Company, as the case may be, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV Twelve of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVTwelve, the Trustee, subject to the provisions of Article VI of this IndentureSection 603, and the Securityholders Holders of the Securities shall be entitled to rely conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Securities, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVTwelve.

Subrogation. Subject to To the payment in full extent of all Senior Indebtednessany payments made under this Agreement, the Securityholders Parent shall be subrogated to the rights of the holder of the Notes receiving such payments, but the Parent covenants and agrees that such right of subrogation shall be subordinate in right of payment to the rights of any holders of the Notes for which full payment has not been made or provided for and, to that end, the Parent agrees not to claim or enforce any such Senior Indebtedness to receive payments right of subrogation or distributions any right of cash, property set-off or securities of the Company, applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest any other right which may arise on the Debentures shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness account of any cash, property or securities to which payment made by the Securityholders or the Trustee would be entitled except for Parent in accordance with the provisions of this Article XVAgreement, including, without limitation, any right of reimbursement, exoneration, contribution or indemnification and no any right to participate in any claim or remedy of any holder of the Notes against the Issuer or the Parent, whether or not such claim, remedy or right arises in equity or under contract, statue or common law, including, without limitation, the right to take or receive from the Issuer or the Parent, directly or indirectly, in cash or other property or by set-off or in any other manner, payment over pursuant or security on account of such claim, remedy or right, unless and until all of the Notes owned by Persons other than the Parent or any of its Affiliates and all other sums due or payable under this Agreement have been fully paid and discharged or payment therefor has been provided. If any amount shall be paid to the provisions Parent in violation of the preceding sentence at any time prior to the indefeasible cash payment in full of the Notes and all other amounts payable under this Article XV to or Agreement, such amounts shall be held in trust for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, Notes and the holders of the Debentures shall forthwith be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are and are intended solely for the purposes 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. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay paid to the holders of the Debentures Notes to be credited and applied to the principal of (and premium, if any) and interest on the Debentures as and when the same shall amounts due or to become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject respect to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon Notes and all other facts pertinent thereto amounts payable under this Agreement, whether matured or to this Article XVunmatured.

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

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

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

Subrogation. Subject to the payment in full of all Senior Indebtednessand Subordinated Debt of the Company, the Securityholders rights of the Holders of the Junior Subordinated Debentures shall be subrogated to the rights of the holders of such Senior Indebtedness and Subordinated Debt to receive payments or distributions of cash, property or securities of the Company, as the case may be, applicable to such Senior Indebtedness and Subordinated Debt until the principal of (and premium, if any) and interest on the Junior Subordinated Debentures shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness and Subordinated Debt of any cash, property or securities to which the Securityholders Holders of the Junior Subordinated Debentures or the Trustee would be entitled except for the provisions of this Article XVSixteen, and no payment over pursuant to the provisions of this Article XV Sixteen to or for the benefit of the holders of such Senior Indebtedness and Subordinated Debt by Securityholders Holders of the Junior Subordinated Debentures or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness and Subordinated Debt of the Company, and the holders Holders of the Debentures Junior Subordinated Debentures, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtednessand Subordinated Debt. It is understood that the provisions of this Article XV Sixteen are and are intended solely for the purposes of defining the relative rights of the holders Holders of the SecuritiesJunior Subordinated Debentures, on the one hand, and the holders of such Senior Indebtedness, and Subordinated Debt on the other hand. Nothing contained in this Article XV Sixteen or elsewhere in this Indenture or in the Junior Subordinated Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtednessand Subordinated Debt of the Company, and the holders Holders of the Junior Subordinated Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Junior Subordinated Debentures the principal of (and premium, if any) and interest on the Junior Subordinated Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Junior Subordinated Debentures and creditors of the Company, other than the holders of Senior Indebtednessand Subordinated Debt of the Company, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Junior Subordinated Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV Sixteen of the holders of such Senior Indebtedness and Subordinated Debt in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVSixteen, the Trustee, subject to the provisions of Article VI of this IndentureSection 9.1, and the Securityholders Holders of the Junior Subordinated Debentures shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Junior Subordinated Debentures, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and Subordinated Debt and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVSixteen.

Subrogation. Subject In the event and to the extent cash, property or securities otherwise payable or deliverable to the holders of the Subordinated Indebtedness shall have been applied pursuant to these Agreed Subordination Terms to the payment in full of all Senior Indebtedness, then and in each such event, the Securityholders holders of the Subordinated Indebtedness shall be subrogated to the rights of each holder of the holders of such Senior Indebtedness to receive payments any further payment or distributions distribution in respect of cashor applicable to the Senior Indebtedness; provided, property or securities however, that the holders of the Company, applicable Subordinated Indebtedness agree not to assert or enforce any such rights of subrogation it may acquire as a result of any such payment or distribution during a Subordination Activation Period until the earlier of (i) Payment in Full of all Senior Indebtedness until and (ii) the principal end of (and premium, if any) and interest on the Debentures shall be paid in fullsuch Subordination Activation Period. For the purposes of such subrogation, no payments payment or distributions distribution to the holders of such the Senior Indebtedness of any cash, property or securities to which any holder of the Securityholders or the Trustee Subordinated Indebtedness would be entitled except for the provisions of this Article XVthese Agreed Subordination Terms shall, and no payment over pursuant to the provisions of this Article XV these Agreed Subordination Terms to or for the benefit of the holders of such the Senior Indebtedness by Securityholders or the Trustee, holders of the Subordinated Indebtedness shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, any Obligor and the holders of the Debentures be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are and are intended solely for the purposes 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. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of the Senior Indebtedness, Indebtedness and the holders of the DebenturesSubordinated Indebtedness, the obligation be deemed to be a payment by such Obligor to or on account of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.

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

Subrogation. Subject to (a) Upon the payment in full of all Senior IndebtednessDebt in cash or cash equivalents, the Securityholders Holders shall be subrogated to the rights of the holders of such Senior Indebtedness Debt to receive payments or distributions to the holders of Senior Debt of cash, property or securities of the Company, applicable to Company made on such Senior Indebtedness Debt until the principal of (and premium, if any) , and interest on the Debentures Securities shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders Holders or the Trustee on their behalf would be entitled except for the provisions of this Article XVFifteen, and no payment over pursuant to the provisions of this Article XV Fifteen to or for the benefit of the holders of such Senior Indebtedness Debt by Securityholders the Holders or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders of the Debentures Holders, be deemed to be a payment or distribution by the Company to or on account of such the Senior IndebtednessDebt. It is understood that the provisions of this Article XV are and Fifteen are intended solely for the purposes purpose of defining the relative rights of the holders of the SecuritiesHolders, on the one hand, and the holders of such the Senior IndebtednessDebt, on the other hand. Nothing contained in . (b) If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article XV or elsewhere in Fifteen shall have been applied, pursuant to the provisions of this Indenture or in Article Fifteen, to the Debentures is intended to or shall impairpayment of all amounts payable under Senior Debt, as between the Company, its creditors other than the holders of Senior Indebtednessthen, and the holders of the Debenturesin such case, the obligation of the Company, which is absolute and unconditional, Holders shall be entitled to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture receive from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property Debt any payments or securities of the Company, distributions received upon the exercise of any by such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness Debt in excess of the Companyamount required to make payment in full, the amount thereof in cash or payable thereoncash equivalents, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVof such Senior Debt of such holders.

Subrogation. Subject to the payment in full of all Senior IndebtednessIndebtedness of the Company, the Securityholders rights of the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness indebtedness to receive payments or distributions of cash, property or securities of the Company, as the case may be, applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures Securities shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XVFourteen, and no payment over pursuant to the provisions of this Article XV Fourteen to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders Holders of Senior Indebtedness of the Company, and the holders of the Debentures Securities, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV Fourteen are and are intended solely for the purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of such Senior Indebtedness, Indebtedness on the other hand. Nothing contained in this Article XV Fourteen or elsewhere in this Indenture or in the Debentures Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior IndebtednessIndebtedness of the Company, and the holders Holders of the DebenturesSecurities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities the principal of (and premium, if any) and interest on the Debentures Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures Securities and creditors of the Company, as the case may be, other than the holders of Senior IndebtednessIndebtedness of the Company, as the case may be, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture Security from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article XV Fourteen of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVFourteen, the Trustee, subject to the provisions of Article VI of this IndentureSection 6.1, and the Securityholders Holders of the Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Securities, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVFourteen.

Subrogation. Subject to (a) Upon the payment in full in cash or Cash Equivalents of all Senior Indebtedness, or provision for payment, the Securityholders Holders of the Notes shall be subrogated to the rights of the holders of such Senior Indebtedness and pari passu with the other unsecured Indebtedness of the Company to receive payments or distributions of cash, property or securities of the Company, applicable to Company made on such Senior Indebtedness until the principal of (and of, premium, if any) , and interest on the Debentures Notes shall be paid in full. For full in cash; and, for the purposes of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Securityholders or the Trustee Holders of Notes would be entitled except for the provisions of this Article XV8, and no payment over pursuant to the provisions of this Article XV 8 to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee, shall, Holders of Notes as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Debentures Notes, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness. It is understood that the provisions of this Article XV 8 are and are intended solely for the purposes purpose of defining the relative rights of the holders Holders of the SecuritiesNotes, on the one hand, and the holders of such the Senior Indebtedness, on the other hand. Nothing contained in . (b) If any payment or distribution to which the Holders of Notes would otherwise have been entitled but for the provisions of this Article XV or elsewhere in 8 shall have been applied, pursuant to the provisions of this Indenture or in Article 8, to the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders payment of all amounts payable under Senior Indebtedness, then and the holders of the Debenturesin such case, the obligation Holders of the Company, which is absolute and unconditional, Notes shall be entitled to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture receive from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property any payments or securities of the Company, distributions received upon the exercise of any by such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness in excess of the Companyamount required to make payment in full, the amount thereof or payable thereonprovision for payment, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVof such Senior Indebtedness.

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

Subrogation. Subject to the payment in full of all Senior Indebtedness, the Securityholders Holders of the Securities subject to the provisions of Section 11.02 shall be subrogated (equally and ratably with the holders of all obligations of the Company which by their express terms are subordinated to Senior Indebtedness of the Company to the same extent as the Securities are subordinated and which are entitled to like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such the Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures such Securities shall be paid in full. For ; and, for the purposes purpose of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Securityholders Holders of such Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XVArticle, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders of such Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders Holders of the Debentures such Securities, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Holders of the Securities pursuant to the subrogation provision of this Article, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of such Securities. It is understood that the The provisions of this Article XV are and are intended solely for the purposes purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of such the Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures Securities is intended to or shall impair, as between the Companyissuer, its creditors other than the holders of Senior Indebtedness, and the holders Holders of the DebenturesSecurities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities the principal of (and premium, if any) and interest on the Debentures Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights against the Company of the holders Holders of the Debentures Securities and creditors of the Company, Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee Holder of any Security or the holder of any Debenture Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVArticle, the Trustee, subject to the provisions of Article VI of this IndentureSection 7.01 and Section 7.02, and the Securityholders Holders of the Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such insolvency, bankruptcy, dissolution, winding-up, liquidation liquidation, arrangement or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Securities, for the purposes purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVArticle.

Subrogation. Subject to the payment in full in cash, or in such other form of payment as may be acceptable to the holders of Senior Indebtedness, of all Senior Indebtedness, the Securityholders rights of the holder of this Security 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 Section 6 (equally and ratably with the holders of all Indebtedness of the Company which by its express terms is subordinated to other Indebtedness of the Company to substantially the same extent as this Security is subordinated and is entitled to like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such the Senior Indebtedness until the principal of (of, and premium, if any) , and interest on the Debentures this Security shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Securityholders or the Trustee holder of this Security would be entitled except for the provisions of this Article XVSection 6, and no payment over pursuant to the provisions of this Article XV Section 6, to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trusteeholders of this Security, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders holder of the Debentures this Security, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the holder of this Security pursuant to the subrogation provisions of this Section 6, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of this Security. It is understood that the provisions of this Article XV Section 6 are and are intended solely for the purposes of defining the relative rights of the holders holder of the Securitiesthis Security, on the one hand, and the holders of such the Senior Indebtedness, on the other hand. Nothing contained in this Article XV Section 6 or elsewhere in this Indenture or in the Debentures Security is intended to or shall impair, as between among the Company, its creditors other than the holders of Senior Indebtedness, and the holders holder of the Debenturesthis Security, the obligation of the Company, which is absolute and unconditional, to pay to the holders holder of the Debentures this Security the principal of (of, and premium, if any) , and interest on the Debentures Security as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders holder of the Debentures this Security and creditors of the Company, Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture this Security from exercising all remedies otherwise permitted by applicable law upon default under this IndentureSecurity, subject to the rights, if any, under this Article XV Section 6 of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVSection 6, the Trustee, subject to the provisions of Article VI holder of this Indenture, and the Securityholders Security shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholdersholder of this Security, for the purposes purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVSection 6.

Subrogation. (a) Subject to the payment in full of all Permitted Senior IndebtednessIndebtedness of the Company permitted by Section 1008 then outstanding, the Securityholders rights of the Holder shall be subrogated to the rights of the holders of such Permitted Senior Indebtedness to receive payments or distributions of such cash, property or securities of the Company, as the case may be, applicable to such Permitted Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures Debenture shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Permitted Senior Indebtedness of any cash, property or securities to which the Securityholders or the Trustee Holder would be entitled except for the provisions of this Article XVThirteen, and no payment over pursuant to the provisions of this Article XV Thirteen to or for the benefit of the holders of such Permitted Senior Indebtedness by Securityholders or the TrusteeHolder, shall, as between the Company, its creditors other than holders of Permitted Senior Indebtedness of the Company, and the holders of the Debentures Holder, be deemed to be a payment or distribution by the Company to or on account of such Permitted Senior Indebtedness. It is understood that the provisions of this Article XV Thirteen are and are intended solely for the purposes of defining the relative rights of the holders of the SecuritiesHolder, on the one hand, and the holders of such Permitted Senior Indebtedness, Indebtedness on the other hand. . (b) Nothing contained in this Article XV Thirteen or elsewhere in this Indenture Debenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Permitted Senior IndebtednessIndebtedness of the Company, and the holders of the DebenturesHolder, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures Holder the principal of (and premium, if any) and interest on the Debentures Debenture as and when the same shall become due and payable in accordance with their its terms, or is intended to or shall affect the relative rights of the holders of the Debentures Holder and creditors of the Company, as the case may be, other than the holders of Permitted Senior IndebtednessIndebtedness of the Company, as the case may be, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture Holder from exercising all remedies otherwise permitted by applicable law upon default under this IndentureDebenture, subject to the rights, if any, under this Article XV Thirteen of the holders of such Permitted Senior Indebtedness in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. . (c) Upon any payment or distribution of assets of the Company referred to in this Article XVThirteen, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders Holder shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolder, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Permitted Senior Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVThirteen.

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

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

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

Subrogation. Subject to the payment in full of all Senior Indebtedness, the Securityholders rights of the Holders of the Notes shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such Senior Indebtedness until the principal of (and of, premium, if any) , and interest on on, and all other amounts owing in respect of, the Debentures Notes shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders Holders of the Notes or the Trustee would be entitled except for the provisions of this Article XVVI, and no payment over pursuant to the provisions of this Article XV VI, to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders of the Notes or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Debentures Notes be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV VI are and are intended solely for the purposes of defining the relative rights of the holders Holders of the SecuritiesNotes, on the one hand, and the holders of such Senior Indebtedness, Indebtedness on the other hand. Nothing contained in this Article XV VI or elsewhere in this Third Supplemental Indenture or the Indenture or in the Debentures Notes is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders Holders of the DebenturesNotes, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Notes the principal of (and premium, if any) and interest on and all other amounts owing in respect of the Debentures Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures Notes and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture Note from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, as amended and supplemented by this Third Supplemental Indenture, subject to the rights, if any, under this Article XV VI of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVVI, the Trustee, subject to the provisions of Article VI Section 7.01 of this the Indenture, and the Securityholders Holders of the Notes, shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Notes, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVVI.

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

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

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

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

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

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

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

Subrogation. Subject to the payment in full of all Senior Indebtedness, the Securityholders rights of the Holders of the Subordinated Debentures shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, as the case may be, applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Subordinated Debentures shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders Holders of the Subordinated Debentures or the Trustee would be entitled except for the provisions of this Article XVSix, and no payment over pursuant to the provisions of this Article XV Six to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders of the Subordinated Debentures or the Trustee, Trustee shall, as between the Company, its creditors other than holders of Senior Indebtedness and the Holders of the CompanySubordinated Debentures, and the holders of the Debentures be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV Six are and are intended solely for the purposes of defining the relative rights of the holders Holders of the SecuritiesSubordinated Debentures, on the one hand, and the holders of such Senior Indebtedness, Indebtedness on the other hand. Nothing contained in this Article XV Six or elsewhere in this the Indenture or in the Subordinated Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, Indebtedness and the holders Holders of the Subordinated Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Subordinated Debentures the principal of (and premium, if any) and interest on the Subordinated Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Subordinated Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Subordinated Debenture from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article XV Six of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVSix, the Trustee, subject to the provisions of Article VI Section 602 of this the Indenture, and the Securityholders Holders of the Subordinated Debentures shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Subordinated Debentures, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVSix.

Subrogation. Subject to Upon the payment in full of all amounts payable under or in respect of all Senior IndebtednessIndebtedness of the Company, the Securityholders Holders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or and distributions of cash, property or and securities of the Company, applicable to such Senior Indebtedness until the principal of (and of, premium, if any) any and interest on the Debentures Notes shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders Holders or the Trustee would be entitled except for the provisions of this Article XV12, and no payment payments over pursuant to the provisions of this Article XV 12 to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders or the Trustee, shall, as between among the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debentures Holders, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that If any payment or distribution to which the Holders would otherwise have been entitled but for the provisions of this Article XV are and are intended solely for 12 shall have been applied, pursuant to the purposes provisions 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. Nothing contained in this Article XV or elsewhere in this Indenture or in 12, to the Debentures is intended to or shall impair, as between payment of all amounts payable under the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation Indebtedness of the Company, which is absolute then and unconditional, in such case the Holders shall be entitled to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture receive from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property at the time outstanding any payments or securities of the Company, distributions received upon the exercise of any by such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness in excess of the Company, the amount thereof sufficient to pay all amounts payable under or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVin respect of such Senior Indebtedness in full in cash.

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

Subrogation. Subject to Upon the indefeasible payment in full in accordance with the terms of Section 8.2 of all amounts payable under or in respect of the Senior IndebtednessDebt of the Company, the Securityholders Lenders shall be subrogated to the rights of the holders of such Senior Indebtedness Debt of the Company to receive payments or distributions of cash, property or securities assets of the Company, applicable to Company made on such Senior Indebtedness Debt of the Company until the principal of (and premium, if any) and interest on the Debentures Obligations shall be paid in full. For full in cash or Cash Equivalent Investments to the extent set forth herein; and for purposes of such subrogation, subrogation no payments or distributions to the holders of such Senior Indebtedness Debt of the Company of any cash, property or securities to which the Securityholders or the Trustee Lenders would be entitled except for the provisions of this Article XVSection 8, and no payment over pursuant to the provisions of this Article XV Section 8 to or for the benefit of the holders of such Senior Indebtedness Debt of the Company by Securityholders or the TrusteeLenders, shall, as between the Company, its creditors other than holders of such Senior Indebtedness Debt of the Company, Company and the holders of the Debentures Lenders, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is Debt of the Company, it being understood that the provisions of this Article XV Section 8 are and are intended solely for the purposes purpose of defining the relative rights of the holders of such Senior Debt of the SecuritiesCompany, on the one hand, and the holders of such Senior IndebtednessLenders, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders A release of any claim by any holder of Senior Indebtedness, and the holders Debt of the DebenturesCompany shall not limit the Lenders' rights of subrogation under this Section 8.5. If any payment or distribution to which the Lenders would otherwise have been entitled but for the provisions of this Section 8 shall have been applied, pursuant to the obligation provisions of this Section 8, to the payment of all amounts payable under the Senior Debt of the Company, which is absolute then and unconditionalin such case, the Lenders shall be entitled to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture receive from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness Debt of the Company at the time outstanding the amount of any such payments or distributions received by such holders of Senior Debt of the Company in excess of the amount sufficient to pay all Senior Debt of the Company payable under or in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets Senior Debt of the Company referred to in this Article XV, full in cash or Cash Equivalent Investments in accordance with the Trustee, subject to the provisions terms of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVSection 8.2.

Subrogation. Subject to the payment in full of all Senior Indebtedness, the Securityholders Holders shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article Thirteen (equally and ratably with the holders of all indebtedness of the Company which is not Senior Indebtedness and which is entitled to like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments or and distributions of cash, property or Property and securities of the Company, applicable to such the Senior Indebtedness until the principal Principal of (and premium, if any) and interest on the Debentures Notes shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property Property or securities to which the Securityholders Holders or the Trustee would be entitled except for the provisions of this Article XVArticle, and no payment payments over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders or the Trustee, shall, as between among the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debentures Holders be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the The provisions of this Article XV Thirteen are and are intended solely for the purposes purpose of defining the relative rights of the holders of the Securities, Holders on the one hand, hand and the holders of such Senior Indebtedness, Indebtedness on the other hand. Nothing contained in this Article XV Thirteen or elsewhere in this Indenture or in the Debentures Notes is intended to or shall shall: (a) impair, as between among the Company, its creditors other than the holders of Senior Indebtedness, Indebtedness and the holders of the DebenturesHolders, the obligation of the Company, which is absolute and unconditionalunconditional (and which, subject to the rights under this Article Thirteen of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), to pay to the holders of Holders the Debentures the principal of (and premiumPrincipal or Repurchase Price, if any) , of and interest on the Debentures Notes as and when the same shall become due and payable in accordance with their terms, ; or is intended to or shall (b) affect the relative rights against the Company of the holders of the Debentures Holders and creditors of the Company, Company other than the holders of Senior Indebtedness, nor shall anything herein ; or therein (c) prevent the Trustee or the holder of any Debenture Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV Thirteen of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness to receive cash, Property and other indebtedness of securities otherwise payable or deliverable to the Company, the amount thereof Trustee or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVsuch Holder.

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

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

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

Subrogation. Subject to the payment in full of all Senior IndebtednessIndebtedness of the Company or the Guarantor then outstanding, the Securityholders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the CompanyCompany or the Guarantor, as the case may be, applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest all amounts owing on the Debentures Securities shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders or the Trustee would be entitled except for the provisions of this Article XVFifteen, and no payment over pursuant to the provisions of this Article XV Fifteen to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as between (i) the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debentures Securities, or (ii) the Guarantor, its creditors other than the holders of Senior Indebtedness of the Guarantor, and the holders of the Securities, be deemed to be a payment or distribution by the Company or the Guarantor, as the case may be, to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV Fifteen are and are intended solely for the purposes 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. Nothing contained in this Article XV Fifteen or elsewhere in this Indenture Indenture, any Additional Provisions or in the Debentures Securities is intended to or shall impair, as between (i) the Company, its creditors other than the holders of Senior IndebtednessIndebtedness of the Company, and the holders of the DebenturesSecurities, or (ii) the Guarantor, its creditors other than the holders of Senior Indebtedness of the Guarantor, and the holders of the Securities, the obligation of the CompanyCompany or the Guarantor, as the case may be, which is absolute and unconditional, to pay to the holders of the Debentures Securities the principal of (and premium, if any) and interest on the Debentures Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures Securities and creditors of the CompanyCompany or the Guarantor, as the case may be, other than the holders of Senior IndebtednessIndebtedness of the Company or the Guarantor, as the case may be, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture Security from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article XV Fifteen of the holders of such Senior Indebtedness in respect of cash, property or securities of the CompanyCompany or the Guarantor, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company or the Guarantor referred to in this Article XVFifteen, the Trustee, subject to the provisions of Article VI Six of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the CompanyCompany or the Guarantor, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVFifteen.

Subrogation. Subject to the payment in full of all Senior IndebtednessDebt, the Securityholders rights of the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness Debt to receive payments or distributions of cash, property or securities of the Company, as the case may be, applicable to such Senior Indebtedness Debt until the principal of (and premium, if any) and interest on the Debentures Securities shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness Debt of any cash, property or securities to which the Securityholders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XVXII, and no payment over pursuant to the provisions of this Article XV XII, to or for the benefit of the holders of such Senior Indebtedness Debt by Securityholders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Debentures Securities, be deemed to be a payment or distribution by the Company to or on account of such Senior IndebtednessDebt. It is understood that the provisions of this Article XV XII are and are intended solely for the purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of such Senior Indebtedness, Debt on the other hand. Nothing contained in this Article XV XII or elsewhere in this Indenture or in the Debentures Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior IndebtednessDebt, and the holders Holders of the DebenturesSecurities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities the principal of (and premium, if any) and interest on the Debentures Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures Securities and creditors of the Company, as the case may be, other than the holders of Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV XII of the holders of such Senior Indebtedness Debt in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVXII, the Trustee, subject to the provisions of Article VI of this IndentureSection 6.03, and the Securityholders Holders of the Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Securities, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness Debt and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVXII.

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

Subrogation. Subject to the payment in full of all Senior Indebtedness, the Securityholders rights of the holders of the Securities and any Coupons shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 13 (equally and ratably with the holders of all indebtedness of the Issuer which by its express terms is subordinated to other indebtedness of the Issuer to substantially the same extent as the Securities and any Coupons are subordinated and is entitled to like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Issuer applicable to such the Senior Indebtedness until the principal of (and principal, premium, if any) , and interest on the Debentures Securities and any Coupons shall be paid in full. For , and, for the purposes of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Securityholders holders of the Securities and any Coupons or the Trustee would be entitled except for the provisions of this Article XV13, and no payment over pursuant to the provisions of this Article XV 13, to or for the benefit of the holders of such Senior Indebtedness by Securityholders holders of the Securities and any Coupons or the Trustee, shall, as between among the CompanyIssuer, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders of the Debentures Securities and any Coupons, be deemed to be a payment or distribution by the Company Issuer to or on account of such the Senior Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the holders of the Securities and any Coupons pursuant to the subrogation provisions of this Article 13, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Issuer to or for the account of the Securities and any Coupons. It is understood that the provisions of this Article XV are and 13 are intended solely for the purposes of defining the relative rights of the holders of the SecuritiesSecurities and any Coupons, on the one hand, and the holders of such the Senior Indebtedness, on the other hand. Nothing contained in this Article XV 13 or elsewhere in this Indenture or in the Debentures Securities or any Coupons is intended to or shall impair, as between among the CompanyIssuer, its creditors other than the holders of Senior Indebtedness, and the holders of the DebenturesSecurities or any Coupons, the obligation of the CompanyIssuer, which is absolute and unconditional, to pay to the holders of the Debentures Securities and any Coupons the principal of (and of, premium, if any) , and interest on the Debentures Securities and any Coupons as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures Securities or any Coupons and creditors of the Company, Issuer other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture Security or Coupon from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV 13 of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company Issuer referred to in this Article XV13, the Trustee, subject to the provisions of Article VI of this IndentureSection 6.01, and the Securityholders holders of the Securities or any Coupons shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholdersholders of the Securities or any Coupons, for the purposes purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV13.

Subrogation. Subject to the payment in full of all Senior IndebtednessIndebtedness of the Company, the Securityholders rights of the holders of the Subordinated Debentures shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest all amounts owing on the Subordinated Debentures shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders holders of the Subordinated Debentures or the Trustee would be entitled except for the provisions of this Article XVVI, and no payment over pursuant to the provisions of this Article XV VI, to or for the benefit of the holders of such Senior Indebtedness by Securityholders holders of the Subordinated Debentures or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Subordinated Debentures be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV VI are and are intended solely for the purposes of defining the relative rights of the holders of the SecuritiesSubordinated Debentures, on the one hand, and the holders of such Senior Indebtedness, Indebtedness on the other hand. Nothing contained in this Article XV VI or elsewhere in this Indenture or in the Subordinated Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior IndebtednessIndebtedness of the Company, and the holders of the Subordinated Debentures, the obligation of the Company, Company which is absolute and unconditional, to pay to the holders of the Subordinated Debentures the principal of (and premium, if any) and interest on the Subordinated Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Subordinated Debentures and creditors of the Company, other than the holders of Senior IndebtednessIndebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the holder of any Subordinated Debenture from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article XV VI of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVVI, the Trustee, subject to the provisions of Article VI Section 7.01 of this the Indenture, and the Securityholders holders of the Subordinated Debentures, shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholdersholders of the Subordinated Debentures, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVVI.

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

Subrogation. Subject to the payment in full of all Senior IndebtednessIndebtedness of the Company, the Securityholders rights of the Holders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures Securities shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders Holders or the Trustee would be entitled except for the provisions of this Article XVXIV, and no payment over pursuant to the provisions of this Article XV XIV to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders Holders of the Debentures Securities, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV XIV are and are intended solely for the purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of such Senior Indebtedness, Indebtedness on the other hand. Nothing contained in this Article XV XIV or elsewhere in this Indenture or in the Debentures Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior IndebtednessIndebtedness of the Company, and the holders Holders of the DebenturesSecurities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities the principal of (and premium, if any) and interest on the Debentures Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures Securities and creditors of the Company, other than the holders of Senior IndebtednessIndebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV XIV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVXIV, the Trustee, subject to the provisions of Article VI Section 6.01 of this Indenture, and the Securityholders Holders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVXIV.

Subrogation. Subject to the prior payment in full of all Senior IndebtednessDebt in cash or in money's worth in accordance with and to the extent permitted by the terms of such Senior Debt, the Securityholders rights of the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness Debt to receive payments or distributions of cash, property or securities of the Company, as the case may be, applicable to such Senior Indebtedness Debt until the principal of (and premium, if any) and interest on the Debentures Securities shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness Debt of any cash, property or securities to which the Securityholders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XVXII, and no payment over pursuant to the provisions of this Article XV XII, to or for the benefit of the holders of such Senior Indebtedness Debt by Securityholders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Debentures Securities, be deemed to be a payment or distribution by the Company to or on account of such Senior IndebtednessDebt. It is understood that the provisions of this Article XV XII are and are intended solely for the purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of such Senior Indebtedness, Debt on the other hand. Nothing contained in this Article XV XII or elsewhere in this Indenture or in the Debentures Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior IndebtednessDebt, and the holders Holders of the DebenturesSecurities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities the principal of (and premium, if any) and interest on the Debentures Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures Securities and creditors of the Company, as the case may be, other than the holders of Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV XII of the holders of such Senior Indebtedness Debt in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVXII, the Trustee, subject to the provisions of Article VI of this IndentureSection 6.03, and the Securityholders Holders of the Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Securities, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness Debt and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVXII.

Subrogation. Subject (a) The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses or insurance provided by one or more of the Permitted Holders or their Affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that it (i) is the indemnitor of first resort with respect to Claims by reason of (or arising in part out of) an Indemnifiable Event (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to indemnify, advance Expenses to or provide insurance for Indemnitee are secondary), (ii) shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses to the payment extent legally permitted, in full of all Senior Indebtednesseach case, as set forth in this Agreement, the Securityholders Charter and the Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and (iii) irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought advancement or indemnification from the Company hereunder shall affect the foregoing and the Fund Indemnitors shall have a right of contribution or be subrogated to the extent of such advancement or payment to all rights of recovery of Indemnitee against the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the Company, applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders or the Trustee would be entitled except for the provisions terms of this Article XV, and no Section 11(a). (b) If the Company makes any payment over pursuant to the provisions of this Article XV to or for the benefit of Indemnitee pursuant to the holders terms of such Senior Indebtedness by Securityholders or this Agreement, the TrusteeCompany shall be subrogated to all of Indemnitee’s rights, shall, as between the Company, its creditors claims and interests against any Person other than holders of Senior Indebtedness the Fund Indemnitors with regard to the subject of the Company, and the holders of the Debentures be deemed to be a payment. The Company may proceed on any such claim immediately following any such payment or distribution by the Company to or on account Indemnitee. Indemnitee agrees to execute and deliver any documents requested in good faith by the Company in connection with the Company’s enforcement of Indemnitee’s rights, claims and interests, including assignments of such Senior Indebtednessrights, claims and interests. It is understood Any such assignment will include a warranty by Indemnitee that it owns the provisions of this Article XV are assigned rights, claims and are intended solely for the purposes of defining the relative rights interests free and clear of the holders of the Securities, on the one hand, claims and the holders of such Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder interests of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVPerson.

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

Subrogation. Subject to the payment in full of all Senior Indebtedness, the Securityholders rights of the Holders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, as the case may be, applicable to such Senior Indebtedness until the principal of (and premium, if any,) and interest on the Debentures Securities shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders Holders or the Trustee would be entitled except for the provisions of this Article XVTwelve, and no payment over pursuant to the provisions of this Article XV Twelve, to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders of the Debentures Holders, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV Twelve are and are intended solely for the purposes of defining the relative rights of the holders of the SecuritiesHolders, on the one hand, and the holders of such Senior Indebtedness, Indebtedness on the other hand. Nothing contained in this Article XV Twelve or elsewhere in this Indenture or in the Debentures Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the DebenturesHolders, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures Holders the principal of (and premium, if any) and interest on the Debentures Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures Holders and creditors of the Company, as the case may be, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV Twelve of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVTwelve, the Trustee, subject to the provisions of Article VI of this IndentureSection 603, and the Securityholders Holders, shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVTwelve.

Subrogation. Subject In a bankruptcy, winding up or liquidation in England and Wales of the Issuer, subject to the payment satisfaction in full of all claims of Issuer Senior IndebtednessCreditors of a particular series of Securities issued hereunder that are admitted in such bankruptcy, winding up or liquidation or the claim of the Subordinated Trustee or the agents hereunder to receive payment or indemnification as provided for in Section 6.07 hereof, the Securityholders Holders of the Securities of such series shall be subrogated (pro rata with the holders (or the trustees for such holders) of other pari passu claims, including the Holders of all other Securities issued hereunder ranking pari passu with such series on the basis of the respective amounts paid over, directly or through the applicable liquidator, to or for the benefit of such Issuer Senior Creditors) to the rights of the holders of such Issuer Senior Indebtedness Creditors to receive payments or distributions of cash, property or securities of the Company, Issuer applicable to claims of such Issuer Senior Indebtedness Creditors until the principal of (and principal, premium, if any) , and interest on the Debentures interest, if any, in respect of any such Securities, shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders such Issuer Senior Creditors of such Senior Indebtedness of any cash, property or securities of the Issuer to which the Securityholders any such Holders or the Subordinated Trustee would be entitled except for the provisions of this Article XVSection, and no payment over by any such Holders or the Subordinated Trustee, directly or through the applicable liquidator, to or for the benefit of such Issuer Senior Creditors pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the TrusteeSection, shall, as between the CompanyIssuer, its creditors other than holders of such Issuer Senior Indebtedness of the CompanyCreditors, and any such Holders and the holders of the Debentures Subordinated Trustee be deemed to be a payment or distribution by the Company Issuer to or on account of such Issuer Senior Indebtedness. It is understood that the provisions of this Article XV are and are intended solely for the purposes 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. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVCreditors.

Subrogation. Subject to Upon the payment in full in accordance with the terms of Section 8.2 of all amounts payable under or in respect of the Senior IndebtednessIndebtedness of the Company, the Securityholders Lenders shall be subrogated to the rights of the holders of such Senior Indebtedness of the Company to receive payments or distributions of cash, property or securities assets of the Company, applicable to Company made on such Senior Indebtedness of the Company until the principal of (and premium, if any) and interest on the Debentures Obligations shall be paid in full. For the full in cash or Cash Equivalents; and for purposes of such subrogation, subrogation no payments or distributions to the holders of such Senior Indebtedness of the Company of any cash, property or securities to which the Securityholders or the Trustee Lenders would be entitled except for the provisions of this Article XVSection 8, and no payment over pursuant to the provisions of this Article XV Section 8 to or for the benefit of the holders of such Senior Indebtedness of the Company by Securityholders or the TrusteeLenders, shall, as between the Company, its creditors other than holders of such Senior Indebtedness of the Company, Company and the holders of the Debentures Lenders, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is Indebtedness of the Company, it being understood that the provisions of this Article XV Section 8 are and are intended solely for the purposes purpose of defining the relative rights of the holders of such Senior Indebtedness of the SecuritiesCompany, on the one hand, and the holders of such Senior IndebtednessLenders, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders A release of any claim by any holder of Senior Indebtedness, and the holders Indebtedness of the DebenturesCompany shall not limit the Lenders' rights of subrogation under this Section 8.5. If any payment or distribution to which the Lenders would otherwise have been entitled but for the provisions of this Section 8 shall have been applied, pursuant to the obligation provisions of this Section 8, to the payment of all amounts payable under the Senior Indebtedness of the Company, which is absolute then and unconditionalin such case, the Lenders shall be entitled to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture receive from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon Company at the exercise time outstanding the full amount of any such remedy. Upon any payment payments or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made distributions received by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, Company in excess of the amount thereof sufficient to pay all Senior Indebtedness of the Company payable under or payable thereon, in respect of the amount Senior Indebtedness of the Company in full in cash or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVCash Equivalents in accordance with the terms of Section 8.2.

Subrogation. Subject to the payment in full of all Senior IndebtednessDebt, the Securityholders rights of the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness Debt to receive payments or distributions of cash, property or securities of the Company, as the case may be, applicable to such Senior Indebtedness Debt until the principal of (and premium, if any) and interest on the Debentures Securities shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness Debt of any cash, property or securities to which the Securityholders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XVXII, and no payment over pursuant to the provisions of this Article XV XII, to or for the benefit of the holders of 74 74 such Senior Indebtedness Debt by Securityholders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Debentures Securities, be deemed to be a payment or distribution by the Company to or on account of such Senior IndebtednessDebt. It is understood that the provisions of this Article XV XII are and are intended solely for the purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of such Senior Indebtedness, Debt on the other hand. Nothing contained in this Article XV XII or elsewhere in this Indenture or in the Debentures Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior IndebtednessDebt, and the holders Holders of the DebenturesSecurities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities the principal of (and premium, if any) and interest on the Debentures Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures Securities and creditors of the Company, as the case may be, other than the holders of Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV XII of the holders of such Senior Indebtedness Debt in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVXII, the Trustee, subject to the provisions of Article VI of this IndentureSection 6.03, and the Securityholders Holders of the Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Securities, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness Debt and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVXII.

Subrogation. Subject to the payment in full in cash or cash equivalents of all Senior IndebtednessDebt at the time outstanding and, in the case of Warehouse Facilities, all outstanding fees and expenses required to be paid by the Company pursuant to the respective terms thereof, the Securityholders Holders of the Securities shall be subrogated to the rights of each holder of Senior Debt (to the holders extent of the payments or distributions made to such Senior Indebtedness holder pursuant to the provisions of Sections 1302, 1303 and 1304) to receive payments or distributions of cash, property assets or securities of the Company, Company applicable to such the Senior Indebtedness Debt until the principal of (and premium, if any) and interest on the Debentures Securities shall be paid in full. For the purposes of such subrogation, no No payments or distributions to the holders of such Senior Indebtedness Debt of any cash, property assets or securities of the Company to which the Securityholders or the Trustee Holders of Securities would be entitled except for the provisions of this Article XVThirteen, and no payment over pursuant to the provisions of this Article XV Thirteen to or for the benefit of the holders of such Senior Indebtedness Debt by Securityholders or the Trustee, Holders of Securities shall, as between among the Company, its creditors other than the holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Debentures Securities, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness. It is Debt, it being understood that the provisions of this Article XV are and Thirteen are intended solely for the purposes purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of such the Senior IndebtednessDebt, on the other hand. Nothing , and nothing contained in this Article XV Thirteen or elsewhere in this Indenture Indenture, or in the Debentures Securities, is intended to or shall impair, as between the Company, its creditors other than the holders of Senior IndebtednessDebt, and the holders Holders of the DebenturesSecurities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities the principal of (and of, premium, if any) , and interest on the Debentures Securities, as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures Securities and creditors of the Company, Company other than the holders of Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture Securities from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV Thirteen of the holders of such Senior Indebtedness Debt in respect of cash, property or securities of the Company, Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.

Subrogation. Subject to the payment in full of all Senior Indebtedness, the Securityholders rights of the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such the Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures Securities shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Securityholders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XV13, and no payment over pursuant to the provisions of this Article XV 13, to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Debentures Securities, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness. It is understood that the provisions of this Article XV 13 are and are intended solely for the purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of such the Senior Indebtedness, on the other hand. Nothing contained in this Article XV 13 or elsewhere in this Indenture or in the Debentures Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders Holders of the DebenturesSecurities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities the principal of (and premium, if any) and interest on the Debentures Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures Securities and creditors of the Company, Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV 13 of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV13, the Trustee, subject to the provisions of Article VI of this IndentureSection 6.1, and the Securityholders Holders of the Securities, shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Securities, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV13.

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

Subrogation. Subject to the payment in full of all Senior IndebtednessIndebtedness with respect to the Securities of any series, the Securityholders rights of the Holders of the Securities of such series shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such Senior Indebtedness until the principal of (and premiumof, if any) any premium and interest on on, and any Additional Amounts with respect to, the Debentures Securities of such series shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders Holders or the Trustee would be entitled except for the provisions of this Article XVARTICLE 13, and no payment over pursuant to the provisions of this Article XV ARTICLE 13 to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders of the Securities of such series or the Trustee, shall, as between the Company, its creditors other than holders of such Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Debentures Securities of such series, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV ARTICLE 13 are and are intended solely for the purposes of defining the relative rights of the holders Holders of the SecuritiesSecurities of each series, on the one hand, and the holders of the Senior Indebtedness with respect to the Securities of such Senior Indebtedness, series on the other hand. Nothing contained in this Article XV ARTICLE 13 or elsewhere in this Indenture Indenture, any Additional Provisions or in the Debentures Securities of any series is intended to or shall impair, as between the Company, its creditors other than the holders of Senior IndebtednessIndebtedness with respect to the Securities of such series, and the holders Holders of the DebenturesSecurities of such series, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities of such series the principal of (and premiumof, if any) any premium and interest on on, and any Additional Amounts with respect to, the Debentures Securities of such series as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures Securities of such series and creditors of the Company, other than the holders of such Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture Security of such series from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV ARTICLE 13 of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVARTICLE 13, the Trustee, subject to the provisions of Article VI ARTICLE 7 of this Indenture, and the Securityholders Holders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Securities of any series, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness with respect to the Securities of such series and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVARTICLE 13.

Subrogation. Subject After the Senior Indebtedness has been Finally Paid (and shall not be subject to avoidance under Section 547 of the Bankruptcy Code), with respect to any payments or distributions in cash, property or other assets that the Holder pays over to the payment in full of all Senior IndebtednessSecured Parties pursuant to this Note, the Securityholders Holder shall be subrogated subrogated, to the extent of such payments or distributions so paid, to the rights of the holders of such Senior Indebtedness Secured Parties to receive payments or distributions of cash, property or securities assets of the Company, applicable to Borrower that secure such Senior Indebtedness until the principal of (and premium, if any) and interest all amounts owing on the Debentures shall be Subordinated Indebtedness are paid in full. For the purposes purpose of such subrogation, no payments or distributions to the holders Secured Parties by or on behalf of such Senior Indebtedness Borrower or by or on behalf of any cash, property or securities to which the Securityholders or the Trustee would be entitled except for Holder by virtue of the provisions of this Article XV, and no payment over pursuant hereof which otherwise would have been made to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee, Holder shall, as between the Companyamong Borrower, its creditors a creditor of Borrower (other than holders of Senior Indebtedness of the Company, Subordinated Lenders and the holders of Secured Parties) and the Debentures Holder, be deemed to be a payment or distribution by the Company Borrower to or on account of such Senior the Subordinated Indebtedness. It is understood In the event that the provisions of this Article XV are and are intended solely for the purposes 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. Nothing contained in this Article XV Holder turns over to any Secured Party any payment or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable contributions received by them in accordance with their termsthis Note, or is intended to or shall affect the relative rights Holder shall, for purposes of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of determining whether any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this IndentureNote has occurred, subject be deemed never to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, have received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution. In the event that Xxxxxxxx fails to make any payment on account of the Subordinated Indebtedness by reason of any provision contained herein, delivered such failure shall, notwithstanding such provision contained herein, constitute a default with respect to the Trustee or Subordinated Indebtedness if and to the Securityholders, for extent such failure would otherwise constitute a default in accordance with the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness terms of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVSubordinated Indebtedness.

Subrogation. Subject to the payment in full of all Senior Indebtedness, the Securityholders rights of the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, as the case may be, applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest (including Additional Payments, if any) on the Debentures Securities shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XVTwelve, and no payment over pursuant to the provisions of this Article XV Twelve, to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Debentures Securities, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV Twelve are and are intended solely for the purposes of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of such Senior Indebtedness, Indebtedness on the other hand. Nothing contained in this Article XV Twelve or elsewhere in this Indenture or in the Debentures Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders Holders of the DebenturesSecurities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities the principal of (and premium, if any) and interest (including Additional Payments, if any) on the Debentures Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures Securities and creditors of the Company, as the case may be, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV Twelve of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVTwelve, the Trustee, subject to the provisions of Article VI of this IndentureSection 6.03, and the Securityholders Holders of the Securities, shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Securities, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVTwelve.

Subrogation. Subject to the payment in full in cash or cash equivalents of all Senior IndebtednessDebt at the time outstanding, the Securityholders Holders of the Securities shall be subrogated to the rights of each holder of Senior Debt (to the holders extent of the payments or distributions made to such Senior Indebtedness holder pursuant to the provisions of Sections 1302, 1303 and 1304) to receive payments or distributions of cash, property assets or securities of the Company, Company applicable to such the Senior Indebtedness Debt until the principal of (and premium, if any) and interest on the Debentures Securities shall be paid in full. For the purposes of such subrogation, no No payments or distributions to the holders of such Senior Indebtedness Debt of any cash, property assets or securities of the Company to which the Securityholders or the Trustee Holders of Securities would be entitled except for the provisions of this Article XV13, and no payment over pursuant to the provisions of this Article XV 13 to or for the benefit of the holders of such Senior Indebtedness Debt by Securityholders or the Trustee, Holders of Securities shall, as between among the Company, its creditors other than the holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Debentures Securities, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness. It is Debt, it being understood that the provisions of this Article XV are and 13 are intended solely for the purposes purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of such the Senior IndebtednessDebt, on the other hand. Nothing , and nothing contained in this Article XV 13 or elsewhere in this Indenture Indenture, or in the Debentures Securities, is intended to or shall impair, as between the Company, its creditors other than the holders of Senior IndebtednessDebt, and the holders Holders of the DebenturesSecurities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities the principal of (and of, premium, if any) , and interest on the Debentures Securities, as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures Securities and creditors of the Company, Company other than the holders of Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture Securities from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV 13 of the holders of such Senior Indebtedness Debt in respect of cash, property or securities of the Company, Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.

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

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

Subrogation. Subject to the payment in full of all claims of all Senior IndebtednessIndebtedness of the Company or the Guarantor, the rights of the Securityholders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the CompanyCompany or the Guarantor, as the case may be, applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest all amounts owing on the Debentures Securities shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders or the Trustee would be entitled except for under the provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as between (i) the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debentures Securities, or (ii) the Guarantor, its creditors other than the holders of Senior Indebtedness of the Guarantor, and the holders of the Securities, be deemed to be a payment or distribution by the Company or the Guarantor, as the case may be, to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are and are intended solely for the purposes 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. Nothing contained in this Article XV or elsewhere in this Indenture Indenture, any Additional Provisions or in the Debentures Securities is intended to or shall impair, as between (i) the Company, its creditors other than the holders of Senior IndebtednessIndebtedness of the Company, and the holders of the DebenturesSecurities, or (ii) the Guarantor, its creditors other than the holders of Senior Indebtedness of the Guarantor, and the holders of the Securities, the obligation of the CompanyCompany or the Guarantor, as the case may be, which is absolute and unconditional, to pay to the holders of the Debentures Securities the principal of (and of, premium, if any) , and interest on on, the Debentures Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures Securities and creditors of the CompanyCompany or the Guarantor, as the case may be, other than the holders of Senior IndebtednessIndebtedness of the Company or the Guarantor, as the case may be, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture Security from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the CompanyCompany or the Guarantor, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company or the Guarantor referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the CompanyCompany or the Guarantor, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.

Subrogation. Subject to the payment in full of all Senior IndebtednessIndebtedness of the Company, the Securityholders rights of the holders of the Notes shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures Notes shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of for such Senior Indebtedness of any cash, property or securities to which the Securityholders holders of the Notes or the Trustee would be entitled except for the provisions of this Article XVVI, and no payment over pursuant to the provisions of this Article XV VI, to or for the benefit of the holders of such Senior Indebtedness by Securityholders holders of the Notes or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debentures Notes be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV VI are and are intended solely for the purposes of defining the relative rights of the holders of the SecuritiesNotes, on the one hand, and the holders of such Senior Indebtedness, Indebtedness on the other hand. Nothing contained in this Article XV VI or elsewhere in this Indenture or in the Debentures Notes is intended to or shall impair, as between the Company, its creditors other than the holders of Senior IndebtednessIndebtedness of the Company, and the holders of the DebenturesNotes, the obligation of the Company, Company which is absolute and unconditional, to pay to the holders of the Debentures Notes the principal of (and premium, if any) and interest on the Debentures Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures Notes and creditors of the Company, other than the holders of Senior IndebtednessIndebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture Note from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article XV VI of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVVI, the Trustee, subject to the provisions of Article VI Section 7.01 of this the Indenture, and the Securityholders holders of the Notes, shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholdersholders of the Notes, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVVI.

Subrogation. Subject to the payment in full of all Senior Indebtedness, the Securityholders Holders of Securities of any series shall be subrogated pro rata (based on the respective amounts paid over for the benefit of the holders of Senior Indebtedness) with the Holders of Securities of each other series and any other subordinated indebtedness of the Company which by its terms ranks on a parity in right of payment with the Securities (the Securities and such other subordinated indebtedness being in this Section referred to as "parity indebtedness") to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities assets of the Company, Company applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures Securities of each series shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders Holders of the Securities of any series or the holders of other parity indebtedness, or the Trustee or the trustee with respect to any parity indebtedness, would be entitled except for the provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debentures be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are and are intended solely for the purposes 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. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders Holders of the Debentures, the obligation Securities of the Company, which is absolute any series and unconditional, to pay to the holders of other parity indebtedness, be deemed to be a payment by the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended Company to or shall affect on account of the Securities, 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 of any series and the holders of other parity indebtedness on the Debentures one hand and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent Indebtedness on the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedyother hand. Upon any payment or distribution of assets of the Company referred to in this Article XVArticle, the Trustee, subject to the provisions of Article VI of this Indenture, any Paying Agent and the Securityholders Holders shall be entitled to conclusively rely upon any order or decree made by any of a court of competent jurisdiction in which such dissolution, winding-winding up, liquidation or reorganization proceedings are pending, pending or upon a certificate of the receiver, liquidating trustee in bankruptcy, liquidation trustee, or agent or other Person person making any payment or distribution to the Trustee, any Paying Agent or the Holders of Securities of any series for the purpose of ascertaining the persons entitled to participate in such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVArticle.

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

Subrogation. Subject to the payment in full of all Senior Indebtedness, the Securityholders Holders of the Subordinated Securities subject to the provisions of Sections 1402 and 1403 shall be subrogated (equally and ratably with the holders of all obligations of the Company which by their express terms are subordinated to Senior Indebtedness of the Company to the same extent as the Subordinated Securities are subordinated and which are entitled to like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such the Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures such Subordinated Securities shall be paid in full. For ; and for the purposes purpose of such subrogation, no payments or of distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Securityholders Holders of such Subordinated Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XVArticle, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders of such Subordinated Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders Holders of the Debentures such Subordinated Securities, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Holders pursuant to the subrogation provision of this Article, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of such Securities. It is understood that the The provisions of this Article XV are and are intended solely for the purposes purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of such the Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures Subordinated Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders Holders of the DebenturesSubordinated Securities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Subordinated Securities the principal of (and premium, if any) and interest on the Debentures Subordinated Securities and the amounts owed as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights against the Company of the holders Holders of the Debentures Subordinated Securities and creditors of the Company, Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee Holder of any Subordinated Security or the holder of any Debenture Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVArticle, the Trustee, subject to the provisions of Article VI of this IndentureSections 601 and 603, and the Securityholders Holders of the Subordinated Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such insolvency, bankruptcy, dissolution, winding-up, liquidation liquidation, arrangement or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, Holders of the Subordinated Securities for the purposes purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVArticle.