Common use of Agreement to Subordinate Clause in Contracts

Agreement to Subordinate. The Borrower and, by its acceptance hereof, each Holder agree that the indebtedness of the Borrower evidenced by this Note, whether for principal, interest on any other amount payable under or in respect hereof and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), shall be junior and subordinate in right of payment to the prior payment in full in cash of all Senior Indebtedness, in accordance with the provisions of this Section 4. Each holder of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligations.

Agreement to Subordinate. The Borrower andCompany, by for itself, its acceptance hereofsuccessors and assigns, covenants and agrees, and each Holder agree of a Security likewise covenants and agrees by his acceptance thereof, that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the Principal and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities shall be subordinate and junior and subordinate in right of payment to the prior Company’s obligations to the holders of Senior Indebtedness to the extent provided herein, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations to holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the Principal or interest on the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Company Ranking on a Parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid Principal and interest on the Securities before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Ranking Junior to the Securities. In addition, subject to the provisions of Section 11.03, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or any Holder of the Securities before all Senior Indebtedness is paid in full and if such Securityholder or the Trustee, as the case may be, receiving such payment is aware at the time of receipt that all Senior Indebtedness has not been paid in full, then such payment or distribution shall, if received by any Securityholder, be held in trust for the benefit of the holders of Senior Indebtedness or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company, and, in each case, shall be applied to the payment of all Senior Indebtedness remaining unpaid, until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. For purposes of this paragraph only, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 11. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities on account of the unpaid Principal or interest on the Securities for the payment of which funds have been deposited in trust with the Trustee or have been set aside by the Company in trust in accordance with the provisions of this Section 4Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security the creation of which is not prohibited by the provisions of this Indenture. Each holder of If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be deemed made by the Company with respect to have acquired Senior Indebtedness in reliance upon the agreements of Principal or interest on the Borrower and the holder of this Note contained in this Section 4Securities. The provisions of this Section 4 paragraph shall be reinstated if at any time not apply to any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to which the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions first paragraph of this Section 411.01 would be applicable. In no event The securing of any obligations of the Company Ranking on a Parity with the Securities or obligations Ranking Junior to the Securities shall not be deemed to prevent such obligations from constituting obligations of the Holder commence any action Company Ranking on a Parity with the Securities or proceeding obligations Ranking Junior to contest the provisions Securities. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 4 11.01 if the Person formed by such consolidation or into which the Company is merged or the priority Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, or transfer, comply with the Liens (as defined conditions set forth in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated ObligationsArticle 5.

Agreement to Subordinate. The holder hereof (the "Subordinated Creditor") and the Borrower and, by its acceptance hereof, each Holder agree that the indebtedness Affiliate Subordinated Debt is and shall be subordinate, to the extent and in the manner hereinafter set forth, to the prior payment in full of all obligations of the Borrower evidenced now or hereafter existing under (a) the Facility A Credit Agreement, the Facility B Credit Agreement and the Facility C Credit Agreement, each dated as of August 31, 1999, as from time to time in effect (the "Credit Agreements"), among the Borrower, the financial institution(s) party thereto and Xxxxxx Commercial Paper Inc., as Agent for such financial institution(s), and the Notes issued pursuant thereto and (b) such documents as may be listed on Schedule I hereto on the date hereof or from time to time added to said Schedule I by this Notea writing signed by the Borrower and the Subordinated Creditor (such instruments and documents being referred to herein collectively as the "Senior Debt Documents", which phrase "Senior Debt Documents" shall not include any such instruments and/or documents as may be deleted from said Schedule I from time to time by a writing signed by the Borrower and the Subordinated Creditor, which deletion or deletions shall require the consent of no other Person or Persons except to the extent the Borrower has otherwise agreed in writing with, or for the benefit of, such other Person or Persons, whether for principal, interest on (including without limitation, interest as provided in the Notes and in the Senior Debt Documents accruing after the filing of a petition initiating any other amount payable proceeding referred to in Section 3(a), whether or not such interest accrues after the filing of such petition for purposes of the Federal Bankruptcy code or is an allowed claim in such proceeding), fees, expenses or otherwise (such obligations of the Borrower under or in respect hereof the Credit Agreements and all rights or claims arising out of or associated with such Indebtedness (the Senior Debt Documents being the "Subordinated Obligations"), shall be junior and subordinate in right of payment to . For the prior payment in full in cash of all Senior Indebtedness, in accordance with the provisions purposes of this Section 4. Each holder of Senior Indebtedness Agreement, the Obligations shall not be deemed to have acquired Senior Indebtedness been paid in reliance upon the agreements of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding full until (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manneri) with respect to the Subordinated Obligations at any time when any of Lenders, the Termination Date under the Facility A Credit Agreement and the Maturity Date under the Facility B Credit Agreement and the Facility C Credit Agreement shall have occurred and (ii) with respect to each Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens Creditor (as defined in below), the obligation under each of its respective Senior Debt Documents to extend credit, disburse funds or acquire a debt instrument shall have terminated and unless the Lenders and the creditors under the Senior Credit AgreementDebt Documents (such creditors being referred to collectively herein as the "Senior Creditors") granted shall have received payment of their respective Obligations in full in cash. The Borrower and the Subordinated Creditor shall endorse on any instrument evidencing Affiliate Subordinated Debt a statement to the holders effect that it is subject to these terms of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligationssubordination.

Agreement to Subordinate. The Borrower andCompany, for itself, its successors and assigns, covenants and agrees, and each Holder of a Note likewise covenants and agrees by its acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the principal and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Notes shall be subordinate and junior and subordinate in right of payment to the prior Company’s Obligations to the holders of Senior Indebtedness to the extent provided herein, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all Obligations to holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the principal or interest on the Notes. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Notes, together with the holders of any Obligations of the Company Ranking on a Parity with the Notes, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal and interest on the Notes before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any Obligations of the Company Ranking Junior to the Notes. In addition, subject to the provisions of Section 12.03, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or Notes, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes, shall be received by the Trustee or any Holder of the Notes before all Senior Indebtedness is paid in full and if such Holder or the Trustee, as the case may be, receiving such payment is aware at the time of receipt that all Senior Indebtedness has not been paid in full, then such payment or distribution shall, if received by any Holder, be held in trust for the benefit of the holders of Senior Indebtedness or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company, and, in each case, shall be applied to the payment of all Senior Indebtedness remaining unpaid, until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. For purposes of this paragraph only, the words, “cash, property or Notes” shall not be deemed to include shares of capital stock of the Company, or indebtedness of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article 12. For the avoidance of doubt, the foregoing provisions relating to the preference of the Senior Indebtedness shall not be affected by the conversion of the Notes into shares of Common Stock of the Company. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Notes on account of the unpaid principal or interest on the Notes for the payment of which funds have been deposited in trust with the Trustee or have been set aside by the Company in trust in accordance with the provisions of this Section 4Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security the creation of which is not prohibited by the provisions of this Indenture. Each holder of If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no cash payments shall be deemed made by the Company with respect to have acquired Senior Indebtedness in reliance upon the agreements of principal or interest on the Borrower and the holder of this Note contained in this Section 4Notes. The provisions of this Section 4 paragraph shall be reinstated if at any time not apply to any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to which the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions first paragraph of this Section 412.01 would be applicable. In no event The securing of any Obligations of the Company Ranking on a Parity with the Notes or Ranking Junior to the Notes shall not be deemed to prevent such Obligations from constituting Obligations of the Holder commence any action Company Ranking on a Parity with the Notes or proceeding Ranking Junior to contest the provisions Notes. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligations12.01.

Agreement to Subordinate. The Borrower andCompany, for itself, is successors and assigns, covenants and agrees, and each holder of a Security of any series likewise covenants and agrees by its his acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities of any series shall be subordinate and junior and subordinate in right of payment to the prior Company's obligations to the holders of Senior Indebtedness of the Company. In the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on any of the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the Company, the holders of the Securities of each series, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Securities of any series before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Senior Indebtedness of the Company is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably, for application to the payment of all Senior IndebtednessIndebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of the Company. The obligations of the Company in respect of the Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the Securities. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.6. The subordination provisions of the foregoing paragraph and Section 14.9 shall not be applicable to amounts at the time due and owing on the Securities of any series on account of the unpaid principal of or interest on the Securities of such series for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Section 4. Each holder Indenture; nor shall such provisions impair any rights, interests, or powers of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements any secured creditor of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Company in respect of any security the Subordinated Obligations in accordance with the terms creation of this Note except to the extent and at the times which is not prohibited or restricted by the provisions of this Indenture. The Company shall give written notice to the Trustee within 10 Business Days after the occurrence of (i) any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, (ii) any Event of Default described in 6.1(d) or 6.1(e), or (iii) any event specified in Section 414.9. In no event shall the Holder commence any action or proceeding The Trustee, subject to contest the provisions of this Section 4 or 7.1, shall be entitled to assume that, and may act as if, no such event referred to in the priority preceding sentence has occurred unless a Responsible Officer of the Liens Trustee assigned to the Trustee's corporate trust department has received at the principal office of the Trustee from the Company or any one or more holders of Senior Indebtedness of the Company or any trustee or representative therefor (as defined who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee or representative) written notice thereof. Upon any distribution of assets of the Company referred to in this Article, the Trustee and holders of the Securities of each series shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the Senior Credit Agreement) granted first sentence of this paragraph are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness by of the Borrower. No Holder 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, and the Trustee, subject to the provisions of Article Seven, and the holders of the Securities of each series shall take, accept be entitled to rely upon a certificate of the liquidating trustee or receive agent or other person making any collateral security from distribution to the Borrower Trustee or to the holders of the Securities of each series for the payment purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Subordinated ObligationsSenior 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. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of the Company, to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andCompany, for itself, its ------------------------ successors and assigns, covenants and agrees, and each holder of a Security of any series likewise covenants and agrees by its his acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities of any series shall be subordinate and junior and subordinate in right of payment to the prior Company's obligations to the holders of Senior Indebtedness of the Company, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding- up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness of the Company shall be entitled to be paid in full in cash before any payment shall be made on account of the principal of or interest on any of the Securities (except that Holders may receive payments and other distributions made from any defeasance trust created pursuant to SECTION 15.01 hereof). In the event of any such proceeding, after payment in full in cash of all sums owing with respect to Senior IndebtednessIndebtedness of the Company, the holders of the Securities of each series, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Securities of any series before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Senior Indebtedness of the Company is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably, for application to the payment of all Senior Indebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of the Company. The obligations of the Company in respect of the Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the Securities. Nothing in this SECTION 14.01 shall apply to claims of, or payments to, the Trustee under or pursuant to SECTION 7.06. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities of any series on account of the unpaid principal of or interest on the Securities of such series for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Section 4. Each holder Indenture; nor shall such provisions impair any rights, interests, or powers of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements any secured creditor of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Company in respect of any security the Subordinated Obligations in accordance with the terms creation of this Note except to the extent and at the times which is not prohibited or restricted by the provisions of this Section 4Indenture. In no event The Company shall give prompt written notice to the Holder commence Trustee of any action insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or proceeding similar proceedings or any liquidation or winding-up of or relating to contest the Company as a whole, whether voluntary or involuntary. The Trustee, subject to the provisions of this Section 4 or the priority SECTION 7.01, shall be entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Liens Trustee assigned to the Trustee's corporate trust department has received at the principal office of the Trustee from the Company or any one or more holders of Senior Indebtedness of the Company or any trustee therefor (as defined who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of the Company referred to in this Article, the Trustee and holders of the Securities of each series shall be entitled to rely conclusively upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the Senior Credit Agreement) granted first sentence of this paragraph are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness by of the Borrower. No Holder 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, and the Trustee, subject to the provisions of Article VII, and the holders of the Securities of each series shall take, accept be entitled to rely conclusively upon a certificate of the liquidating trustee or receive agent or other person making any collateral security from distribution to the Borrower Trustee or to the holders of the Securities of each series for the payment purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Subordinated ObligationsSenior 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. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely conclusively upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of the Company, to participate in any payment or distribution pursuant to this Section, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andNotwithstanding anything to the contrary contained herein, the Company, for itself and its successors, each of the Guarantors, for itself and its successors, and each Holder, by its his or her acceptance hereofof Notes, each Holder agree agrees that the indebtedness payment of all Obligations owing to the Holders in respect of the Borrower evidenced by this Note, whether for principal, interest on any other amount payable under or in respect hereof and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), shall be junior and subordinate Notes is subordinated in right of payment payment, to the extent and in the manner provided in this Article Ten, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt or Guarantor Senior Debt, as the case may be, of all Obligations on Senior IndebtednessDebt or Guarantor Senior Debt, as the case may be (including the Obligations with respect to the Credit Agreement and the Senior Notes that constitute Senior Debt or Guarantor Senior Debt, as the case may be, whether outstanding on the Issue Date or thereafter incurred and including interest after the commencement of any bankruptcy proceeding at the rate specified in accordance the applicable Senior Debt or Guarantor Senior Debt, as the case may be, whether or not a claim for such interest would be allowed in such proceeding). Notwithstanding the foregoing, the Holders may receive and retain Permitted Junior Securities and payments and distributions made relating to the Notes from the trust established pursuant to Article Eight shall not be so subordinated in right of payment, so long as the conditions specified in Article Eight (without any waiver or modification of the requirement that the deposits pursuant thereto do not conflict with the provisions of this Section 4. Each holder of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements terms of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of Credit Agreement, the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange Notes or any other mannerSenior Debt or Guarantor Senior Debt) with respect to the Subordinated Obligations at trust established pursuant to Article Eight are satisfied on the date of any time when any deposit pursuant to said trust. This Article Ten shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt or Guarantor Senior Debt, and such provisions are made for the benefit of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept Debt or receive Guarantor Senior Debt and such holders are made obligees hereunder and any collateral security from the Borrower for the payment one or more of the Subordinated Obligationsthem may enforce such provisions.

Agreement to Subordinate. The Borrower andCompany, by for itself, its acceptance hereofsuccessors and assigns, covenants and agrees, and each Holder agree of a Security likewise covenants and agrees by his acceptance thereof, that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the Principal and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities shall be subordinate and junior and subordinate in right of payment to the prior Company’s obligations to the holders of Senior Indebtedness to the extent provided herein, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations to holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the Principal or interest on the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Company Ranking on a Parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid Principal and interest on the Securities before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Ranking Junior to the Securities. In addition, subject to the provisions of Section 11.03, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or any Holder of the Securities before all Senior Indebtedness is paid in full and if such Securityholder or the Trustee, as the case may be, receiving such payment is aware at the time or receipt that all Senior Indebtedness has not been paid in full, then such payment or distribution shall, if received by any Securityholder, be held in trust for the benefit of the holders of Senior Indebtedness or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company, and, in each case, shall be applied to the payment of all Senior Indebtedness remaining unpaid, until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. For purposes of this paragraph only, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 11. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities on account of the unpaid Principal or interest on the Securities for the payment of which funds have been deposited in trust with the Trustee or have been set aside by the Company in trust in accordance with the provisions of this Section 4Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security the creation of which is not prohibited by the provisions of this Indenture. Each holder of If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be deemed made by the Company with respect to have acquired Senior Indebtedness in reliance upon the agreements of Principal or interest on the Borrower and the holder of this Note contained in this Section 4Securities. The provisions of this Section 4 paragraph shall be reinstated if at any time not apply to any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to which the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions first paragraph of this Section 411.01 would be applicable. In no event The securing of any obligations of the Company Ranking on a Parity with the Securities or obligations Ranking Junior to the Securities shall not be deemed to prevent such obligations from constituting obligations of the Holder commence any action Company Ranking on a Parity with the Securities or proceeding obligations Ranking Junior to contest the provisions Securities. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 4 11.01 if the Person formed by such consolidation or into which the Company is merged or the priority Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, or transfer, comply with the Liens (as defined conditions set forth in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated ObligationsArticle 5.

Agreement to Subordinate. The Borrower andCompany, for itself, its successors and assigns, covenants and agrees, and each holder of a Security of any series likewise covenants and agrees by its his acceptance hereofthereof, each Holder agree that the indebtedness Securities of the Borrower evidenced by this Note, whether for principal, interest on any other amount payable under or in respect hereof and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), series shall be subordinate and junior and subordinate in right of payment to all Senior Indebtedness of the prior Company, and that upon any payment or distribution of assets of the Company upon any liquidation, dissolution, winding-up, reorganization, assignment for benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructurings or similar proceedings or in connection with any insolvency or bankruptcy proceedings of the Company, the holders of Senior Indebtedness of the Company shall first be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness before any payment shall be made on account of the principal of or interest on any of the Securities. In the event of any such proceeding, after payment in cash full of all sums owing with respect to Senior Indebtedness of the Company, the holders of the Securities of each series, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Securities of any series before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Senior Indebtedness of the Company is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably, for application to the payment of all Senior Indebtedness, in accordance with Indebtedness of the provisions of this Section 4. Each holder of Company remaining unpaid until all such Senior Indebtedness of the Company shall be deemed have been paid in full, after giving effect to have acquired any concurrent payment or distribution to the holders of such Senior Indebtedness in reliance upon the agreements of the Borrower and the holder of this Note contained in this Section 4Company. The provisions of this Section 4 shall be reinstated if at any time any payment of any obligations of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Company in respect of the Subordinated Obligations in accordance Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the terms of Securities. Nothing in this Note except Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. The Company shall give prompt written notice to the extent Trustee of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and at liabilities or similar proceedings or any liquidation or winding-up of or relating to the times prohibited Company as a whole, whether voluntary or restricted by involuntary and of any event specified in Section 14.09. The Trustee, subject to the provisions of this Section 4. In 7.01, shall be entitled to assume that, and may act as if, no event referred to in the preceding sentence has occurred unless a Responsible Officer of the Trustee assigned to the Trustee's Corporate Trustee Administration Department has received at the principal office of the Trustee from the Company or any one or more holders of Senior Indebtedness of the Company or any trustee or representative therefor (who shall have been certified or otherwise established to the Holder commence satisfaction of the Trustee to be such a holder or trustee or representative) written notice thereof. Upon any action distribution of assets of the Company referred to in this Article, the Trustee and holders of the Securities of each series shall be entitled to rely upon any order or proceeding decree of a court of competent jurisdiction in which proceedings relating to contest any event specified in the provisions first sentence of this Section 4 or paragraph are pending for the priority purpose of ascertaining the Liens (as defined persons entitled to participate in the Senior Credit Agreement) granted to such distribution, the holders of the Senior Indebtedness by of the Borrower. No Holder 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, and the Trustee, subject to the provisions of Article VII, and the holders of the Securities of each series shall take, accept be entitled to rely upon a certificate of the liquidating trustee or receive agent or other person making any collateral security from distribution to the Borrower Trustee or to the holders of the Securities of each series for the payment purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Subordinated ObligationsSenior 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. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of the Company, to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The Securities shall rank pari passu with, and shall not be superior in right of payment to, any securities issued and outstanding under the Existing Indenture.

Agreement to Subordinate. The Borrower andIssuer, by for itself, its acceptance hereofsuccessors and assigns, covenants and agrees, and each Holder agree of a Debt Security likewise covenants and agrees by such Xxxxxx's acceptance thereof, that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Issuer to make any payment on account of the principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations")Debt Securities shall, shall to the extent and in the manner provided herein, be subordinate and junior and subordinate in right of payment to the prior Issuer's obligations to the holders of Senior Indebtedness. In the event of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up of or relating to the Issuer as a whole, whether voluntary or involuntary, all obligations of the Issuer to holders of Senior Indebtedness shall be entitled to be paid in full before any payment, whether in cash, property or otherwise, shall be made on any account of the principal of or interest on any of the Debt Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders shall be entitled ratably to be paid from the remaining assets of the Issuer the amounts at the time due and owing on account of unpaid principal of and interest, if any, on the Debt Securities. In addition, in cash the event of any such proceeding, if any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities (other than securities of the Issuer or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Debt Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Issuer being subordinated to the payment of the Debt Securities, shall be received by the Trustee or the Holders before all Senior Indebtedness is paid in full, such payment or distribution shall be held (in trust if received by such Holders) for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Debt Securities on account of the unpaid principal of or interest, if any, on the Debt Securities for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Issuer in trust in accordance with the provisions of this Section 4Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Issuer in respect of any security the creation of which is not prohibited by the provisions of this Indenture. Each holder The Holders of Senior Indebtedness shall Debt Securities and the Trustee, in respect of any claims of the Holders to payment of any principal or interest in respect of any Debt Securities, by their acceptance thereof will be deemed to have acquired waived any right of set-off or counterclaim that such Holders or (subject to Section 6.07) the Trustee, respectively, in such respect, might otherwise have. The Issuer shall give prompt written notice to the Trustee of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up or relating to the Issuer as a whole, whether voluntary or involuntary, or of any default with respect to any Senior Indebtedness that would prevent the Trustee from making any payment in reliance upon the agreements respect of the Borrower and the holder of Debt Securities under this Note contained in this Section 4Section. The Trustee, subject to the provisions of this Section 4 6.01, shall be reinstated if at any time any payment of any entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Senior Indebtedness is rescinded Trustee assigned to the Corporate Trust Office has received at the Corporate Trust Office of the Trustee from the Issuer or must otherwise be returned by any holder one or more holders of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy receiver or reorganization conservator of the Borrower. Any provision of this Note Issuer (who shall have been certified or otherwise established to the contrary notwithstanding (other than satisfaction of the provision contained Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of the Issuer referred to in Section 6)this Article, the Borrower Trustee and Holders shall not make, and no Holder shall accept, any payment be entitled to rely conclusively upon a certificate of the receiver or prepayment of principalconservator, or prepayment any order or decree entered by a court of competent jurisdiction, or other amounts due thereunder, of Person making any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except Trustee or to the extent and at Holders for the times prohibited or restricted by purpose of ascertaining the provisions of this Section 4. In no event shall the Holder commence any action or proceeding Persons entitled to contest the provisions of this Section 4 or the priority of the Liens (as defined participate in the Senior Credit Agreement) granted to such distribution, the holders of the Senior Indebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. In the absence of a certificate from any such liquidating trustee, receiver, conservator, agent or other Person, the Trustee, subject to Section 6.01, shall be entitled to rely conclusively upon a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness by (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the Borrower. No Holder shall takeevent that the Trustee determines, accept in its discretion, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness, to participate in any payment or receive any collateral security from distribution pursuant to this Section, the Borrower for Trustee may request such Person to furnish evidence to the payment reasonable satisfaction of the Subordinated ObligationsTrustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andCompany, for itself, its successors and assigns, covenants and agrees, and each holder of a Note likewise covenants and agrees by its his acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this NoteCompany to make any payment on account of the principal of (and premium, whether for principal, if any) and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Notes shall be subordinate and junior and subordinate in right of payment to the prior Company's obligations to the holders of Senior Indebtedness to the extent provided herein, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations to holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the principal of (and premium, if any) or interest on the Notes. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the holders of the Notes, together with the holders of any obligations of the Company Ranking on a Parity with the Notes, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Notes before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Ranking Junior to the Notes. In addition, subject to the provisions of Section 12.03, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes, shall be received by the Trustee or any holder of the Notes before all Senior Indebtedness is paid in full and if such Noteholder or the Trustee, as the case may be, receiving such payment is aware at the time or receipt that all Senior Indebtedness has not been paid in full, then such payment or distribution shall, if received by any Noteholder, be held in trust for the benefit of the holders of Senior Indebtedness or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company, and, in each case, shall be applied to the payment of all Senior Indebtedness remaining unpaid, until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. For purposes of this paragraph only, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article Twelve. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Notes on account of the unpaid principal of (and premium, if any) or interest on the Notes for the payment of which funds have been deposited in trust with the Trustee or have been set aside by the Company in trust in accordance with the provisions of this Section 4Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security the creation of which is not prohibited by the provisions of this Indenture. Each holder of If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be deemed made by the Company with respect to have acquired Senior Indebtedness in reliance upon the agreements principal of (or premium, if any) or interest on the Borrower and the holder of this Note contained in this Section 4Notes. The provisions of this Section 4 paragraph shall be reinstated if at any time not apply to any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to which the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions first paragraph of this Section 412.01 would be applicable. In no event The securing of any obligations of the Company Ranking on a Parity with the Notes or obligations Ranking Junior to the Notes shall not be deemed to prevent such obligations from constituting obligations of the Holder commence any action Company Ranking on a Parity with the Notes or proceeding obligations Ranking Junior to contest the provisions Notes. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Nine shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 4 12.01 if the Person formed by such consolidation or into which the Company is merged or the priority Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, or transfer, comply with the Liens (as defined conditions set forth in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated ObligationsArticle Nine.

Agreement to Subordinate. The Borrower andCompany, by for itself, its acceptance hereofsuccessors and assigns, covenants and agrees, and each Holder agree of a Security likewise covenants and agrees by his acceptance thereof, that the indebtedness obligation of the Borrower evidenced by this NoteCompany to make any payment on account of the principal of (and premium, whether for principal, if any) and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities shall be subordinate and junior and subordinate in right of payment to the prior Company's obligations to the holders of Senior Indebtedness and, under the circumstances described in clause (ii) of this sentence, to the holders of Additional Senior Obligations, to the extent provided herein, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, (i) all obligations to holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the principal of (and premium, if any) or interest on the Securities and, (ii) if after giving effect to the operation of clause (i) above, (A) any amount of cash, property or securities remains available for payment or distribution in respect of the Securities ("Excess Proceeds") and (B) creditors in respect of Additional Senior Obligations have not received payment in full of amounts due or to become due thereon or payment of such amounts have not been duly provided for, then such Excess Proceeds shall first be applied to pay or provide for the payment in cash full of all such Additional Senior Obligations before any payment shall be made on account of the principal of (and premium, if any) or interest on the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness and Additional Senior Obligations, the Holders of the Securities, together with the holders of any obligations of the Company Ranking on a Parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Ranking Junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness and Additional Senior Obligations are paid in full and if the Holder or the Trustee, as the case may be, receiving such payment is aware at the time of receipt that all Senior Indebtedness and Additional Senior Obligations have not been paid in full, then such payment or distribution shall, if received by any Holder, be held in trust for the benefit of the holders of Senior Indebtedness and/or Additional Senior Obligations, as the case may be or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company, and, in each case, shall be applied to the payment of all Senior IndebtednessIndebtedness and Additional Senior Obligations remaining unpaid, until all such Senior Indebtedness and Additional Senior Obligations shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness and Additional Senior Obligations. For purposes of this paragraph only, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness and Additional Senior Obligations which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities on account of the unpaid principal of (and premium, if any) or interest on the Securities for the payment of which funds have been deposited in trust with the Trustee or have been set aside by the Company in trust in accordance with the provisions of this Section 4Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security the creation of which is not prohibited by the provisions of this Indenture. Each holder of If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be deemed made by the Company with respect to have acquired Senior Indebtedness in reliance upon the agreements principal of (or premium, if any) or interest on the Borrower and the holder of this Note contained in this Section 4Securities. The provisions of this Section 4 paragraph shall be reinstated if at any time not apply to any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to which the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions first paragraph of this Section 4would be applicable. In no event The securing of any obligations of the Company Ranking on a Parity with the Securities or obligations Ranking Junior to the Securities shall not be deemed to prevent such obligations from constituting obligations of the Holder commence any action Company Ranking on a Parity with the Securities or proceeding obligations Ranking Junior to contest the provisions Securities. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 4 if the Person formed by such consolidation or into which the Company is merged or the priority Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, or transfer, comply with the Liens (as defined conditions set forth in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated ObligationsArticle Eight.

Agreement to Subordinate. The Borrower Company and, by its acceptance hereof, each Holder agree agrees that the indebtedness of the Borrower Company evidenced by this Note, whether for principal, interest on or any other amount payable under or in respect hereof and all rights or claims arising out of or associated with such Indebtedness (the "“Subordinated Obligations"”), shall be junior and subordinate in right of payment to the prior payment in full in cash of all Senior Indebtedness, in accordance with the provisions of this Section 4[ ]. Each holder of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements of the Borrower Company and the holder of this Note contained in this Section 4[ ]. The provisions of this Section 4 [ ] shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the BorrowerCompany. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6[ ]), the Borrower Company shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstandingoutstanding unless permitted by the terms of the Senior Credit Agreement. Holder may receive regularly scheduled payments of principal and interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4[ ]. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 [ ] or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the BorrowerCompany. No Holder shall take, accept or receive any collateral security from the Borrower Company for the payment of the Subordinated Obligations.

Agreement to Subordinate. The Borrower andCompany agrees, and each holder of the Debentures by its acceptance hereofthereof agrees, each Holder agree that notwithstanding any other provision of this Agreement or the indebtedness Debentures, the payment of the Borrower evidenced by this Note, whether for principal, principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Debentures shall be subordinate and junior and subordinate in right of payment payment, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all Senior IndebtednessIndebtedness of the Company at any time outstanding for money borrowed from commercial banks, in accordance including any extensions, renewals, modifications or refinancings thereof, whether outstanding on the date hereof or hereafter created or incurred, which is not by its terms subordinate and junior to or on parity with the provisions Debentures and which is permitted hereby at the time it is created or incurred, and that such subordination is for the benefit of and may be enforced by the holder(s) of Senior Debt against the Company and any holder of the Debentures. Furthermore, each holder of a Junior Debenture, by his or her acceptance thereof agrees, that notwithstanding any other provision of this Section 4Agreement or the Junior Debentures, the payment of the principal of and interest on each and all of the Junior Debentures shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to the prior payment in full of all Indebtedness of the Company under the Senior Debentures, and that such subordination is for the benefit of and may be enforced by the holders of Senior Debt against the Company and any holder of the Junior Debentures. Such Indebtedness of the Company to which the Debentures are subordinate and junior is referred to herein as "Senior Debt", and in the case of the Junior Debentures, the term Senior Debt shall also include any obligations of the Company under the Senior Debentures. Each holder of Senior Indebtedness shall be deemed Debentures by its acceptance thereof agrees to have acquired Senior Indebtedness in reliance upon the execute, acknowledge and deliver such instruments, subordination agreements, inter-creditor agreements of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by other agreements as any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note Debt may from time to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall time request which are not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance on terms inconsistent with the terms of this Note except hereunder in order to the extent confirm, reflect and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligationsimplement such subordination.

Agreement to Subordinate. The Borrower andNotwithstanding anything to the contrary contained herein, by the BV Borrower, for itself and its acceptance hereofsuccessors, each Holder agree of the Guarantors, for itself and its successors, and each Lender agrees that the indebtedness payment of all Obligations owing to the Lenders in respect of the Borrower evidenced by this Note, whether for principal, interest on any other amount payable under or in respect hereof and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), shall be junior and subordinate Loans is subordinated in right of payment payment, to the extent and in the manner provided in this Article Nine, to the prior payment in full in cash or Cash Equivalents, or such payment duly provided for to the satisfaction of the holders of Senior Debt or Guarantor Senior Debt, as the case may be, of all Obligations on Senior IndebtednessDebt or Guarantor Senior Debt, in accordance with as the provisions of this Section 4. Each holder of Senior Indebtedness shall case may be deemed to have acquired Senior Indebtedness in reliance upon the agreements of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) the Obligations with respect to the Subordinated Obligations Credit Agreement and the Senior Notes that constitute Senior Debt or Guarantor Senior Debt, as the case may be, whether outstanding on the Effective Date or thereafter incurred and including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt or Guarantor Senior Debt, as the case may be, whether or not a claim for such interest would be allowed in such proceeding). Notwithstanding the foregoing, the Lenders may receive and retain Permitted Junior Securities and payments and distributions made relating to the Loans shall not be so subordinated in right of payment, so long as the conditions specified in Article Nine (without any time when any waiver or modification of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of requirement that the Subordinated Obligations in accordance deposits pursuant thereto do not conflict with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in Credit Agreement, the Senior Credit AgreementNotes or any other Senior Debt or Guarantor Senior Debt) granted are satisfied on the date of any deposit pursuant to said trust. This Article Nine shall constitute a continuing offer to all Persons who become holders of, or continue to hold, Senior Debt or Guarantor Senior Debt, and such provisions are made for the benefit of the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept Debt or receive Guarantor Senior Debt and such holders are made obligees hereunder and any collateral security from the Borrower for the payment one or more of the Subordinated Obligationsthem may enforce such provisions.

Agreement to Subordinate. The Borrower andCompany, for itself, its successors and assigns, covenants and agrees, and each Holder of a Security of any series likewise covenants and agrees by its acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities of any series shall be subordinate and junior and subordinate in right of payment to the prior Company’s obligations to the holders of Senior Indebtedness of the Company. In the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on any of the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the Company, the Holders of the Securities of each series, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Securities of any series before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities of any series shall be received by the Trustee or the Holders of the Securities of any series before all Senior Indebtedness of the Company is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably, for application to the payment of all Senior IndebtednessIndebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of the Company. The obligations of the Company in respect of the Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the Securities. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 8.6. The subordination provisions of the foregoing paragraph and Section 14.9 shall not be applicable to amounts at the time due and owing on the Securities of any series on account of the unpaid principal of or interest on the Securities of such series for the payment of which funds have been deposited in trust with the Trustee or any paying agent or have been set aside by the Company in trust in accordance with the provisions of this Section 4. Each holder Indenture; nor shall such provisions impair any rights, interests, or powers of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements any secured creditor of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Company in respect of any security the Subordinated Obligations in accordance with the terms creation of this Note except to the extent and at the times which is not prohibited or restricted by the provisions of this Indenture. The Company shall give written notice to the Trustee within 10 Business Days after the occurrence of (i) any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, (ii) any Event of Default described in Section 47.1(a)(4) or 7.1(a)(5), or (iii) any event specified in Section 14.9. In no event shall the Holder commence any action or proceeding The Trustee, subject to contest the provisions of this Section 4 or 8.1, shall be entitled to assume that, and may act as if, no such event referred to in the priority preceding sentence has occurred unless a Responsible Officer of the Liens Trustee assigned to the Trustee’s corporate trust department has received at the principal office of the Trustee from the Company or any one or more holders of Senior Indebtedness of the Company or any trustee or representative therefor (as defined who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee or representative) written notice thereof. Upon any distribution of assets of the Company referred to in this Article, the Trustee and Holders of the Securities of each series shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the Senior Credit Agreement) granted first sentence of this paragraph are pending for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness by of the Borrower. No Holder 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, and the Trustee, subject to the provisions of Article VIII, and the Holders of the Securities of each series shall take, accept be entitled to rely upon a certificate of the liquidating trustee or receive agent or other Person making any collateral security from distribution to the Borrower Trustee or to the Holders of the Securities of each series for the payment purpose of ascertaining the Persons entitled to participate in such distribution, the Holders of the Subordinated ObligationsSenior 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. In the absence of any such liquidating trustee, agent or other Person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a Holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a Holder of Senior Indebtedness of the Company, to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andCompany, for itself, is successors and assigns, covenants and agrees, and each holder of a Security of any series likewise covenants and agrees by its his acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities of any series shall be subordinate and junior and subordinate in right of payment to the prior Company’s obligations to the holders of Senior Indebtedness of the Company, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on any of the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the Company, the holders of the Securities of each series, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Securities of any series before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Senior Indebtedness of the Company is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably, for application to the payment of all Senior IndebtednessIndebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of the Company. The obligations of the Company in respect of the Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the Securities. Nothing in this Section 14.01 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities of any series on account of the unpaid principal of or interest on the Securities of such series for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Section 4. Each holder Indenture; nor shall such provisions impair any rights, interests, or powers of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements any secured creditor of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Company in respect of any security the Subordinated Obligations in accordance with the terms creation of this Note except to the extent and at the times which is not prohibited or restricted by the provisions of this Section 4Indenture. In no event The Company shall give prompt written notice to the Holder commence Trustee of any action insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or proceeding similar proceedings or any liquidation or winding-up of or relating to contest the Company as a whole, whether voluntary or involuntary. The Trustee, subject to the provisions of this Section 4 or the priority 7.01, shall be entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Liens Trustee assigned to the Trustee’s corporate trust department has received at the principal corporate trust office of the Trustee from the Company or any one or more holders of Senior Indebtedness of the Company or any trustee therefor (as defined who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of the Company referred to in this Article, the Trustee and holders of the Securities of each series shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the Senior Credit Agreement) granted first sentence of this paragraph are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness by of the Borrower. No Holder 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, and the Trustee, subject to the provisions of Article Seven, and the holders of the Securities of each series shall take, accept be entitled to rely upon a certificate of the liquidating trustee or receive agent or other person making any collateral security from distribution to the Borrower Trustee or to the holders of the Securities of each series for the payment purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Subordinated ObligationsSenior 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. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of the Company, to participate in any payment or distribution pursuant to this Section, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower and, by its acceptance hereof, each Holder agree that the indebtedness of the Borrower evidenced by this Note, whether for principal, interest on any other amount payable under or in respect hereof and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), This Lease shall be junior and hereby is made subject and subordinate in right of payment at all times to the prior payment in full in cash lien or security title of any mortgage granted by Landlord which may now or hereafter affect the real property of which the Demised Premises forms a part, and to all Senior Indebtednessrenewals, modifications, consolidations, participations, replacements and extensions thereof. While this provision shall be self-executing, upon Landlord’s written request, Tenant agrees to execute and deliver, in accordance with the provisions of this Section 4. Each holder of Senior Indebtedness shall be deemed recordable form, a separate written agreement, satisfactory to have acquired Senior Indebtedness in reliance upon the agreements of the Borrower and the holder of this Note contained any such mortgage, evidencing such subordination, provided, however, Landlord shall use its reasonable efforts to provide a nondisturbance agreement from Landlord’s mortgagee acknowledging and agreeing to the terms hereinafter specified in this Section 413.1. The provisions term “mortgage” as used in this Lease shall include deeds of trust and deeds to secure debt. Upon Tenant’s written request, Landlord will ask the holder of any mortgage affecting the Demised Premises to agree, in writing, in recordable form, for itself, its successors and assigns, that the rights of Tenant under the Lease shall not be terminated, and the possession of Tenant shall not be disturbed by any mortgagee or by any proceeding on the debt which any such mortgage secures, or by any person, firm or corporation whose rights were acquired as a result of such proceeding or by virtue of a right or power contained in any such mortgage or the bond or note secured thereby and that any sale at foreclosure will be subject to this Section 4 shall be reinstated if Lease, subject however, to the conditions requested by such mortgagee as a prerequisite to the execution of such agreement. Tenant agrees that, in the event of foreclosure of any such mortgage or sale of the Demised Premises under the power contained therein, Tenant will attorn to and accept the purchaser at any time any payment of any such sale as Landlord for the balance of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization then remaining term of the Borrower. Any provision of this Note Lease, subject to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any all of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligationsconditions.

Agreement to Subordinate. The Borrower andIssuer, by for itself, its acceptance hereofsuccessors and assigns, covenants and agrees, and each Holder agree of a Debt Security likewise covenants and agrees by such Holder's acceptance thereof, that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Issuer to make any payment on account of the principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations")Debt Securities shall, shall to the extent and in the manner provided herein, be subordinate and junior and subordinate in right of payment to the prior Issuer's obligations to the holders of Senior Indebtedness. In the event of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up of or relating to the Issuer as a whole, whether voluntary or involuntary, all obligations of the Issuer to holders of Senior Indebtedness shall be entitled to be paid in full before any payment, whether in cash, property or otherwise, shall be made on any account of the principal of or interest on any of the Debt Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders shall be entitled ratably to be paid from the remaining assets of the Issuer the amounts at the time due and owing on account of unpaid principal of and interest, if any, on the Debt Securities. In addition, in cash the event of any such proceeding, if any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities (other than securities of the Issuer or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Debt Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Issuer being subordinated to the payment of the Debt Securities, shall be received by the Trustee or the Holders before all Senior Indebtedness is paid in full, such payment or distribution shall be held (in trust if received by such Holders) for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Debt Securities on account of the unpaid principal of or interest, if any, on the Debt Securities for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Issuer in trust in accordance with the provisions of this Section 4Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Issuer in respect of any security the creation of which is not prohibited by the provisions of this Indenture. Each holder The Holders of Senior Indebtedness shall Debt Securities and the Trustee, in respect of any claims of the Holders to payment of any principal or interest in respect of any Debt Securities, by their acceptance thereof will be deemed to have acquired waived any right of set-off or counterclaim that such Holders or (subject to Section 6.07) the Trustee, respectively, in such respect, might otherwise have. The Issuer shall give prompt written notice to the Trustee of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up or relating to the Issuer as a whole, whether voluntary or involuntary, or of any default with respect to any Senior Indebtedness that would prevent the Trustee from making any payment in reliance upon the agreements respect of the Borrower and the holder of Debt Securities under this Note contained in this Section 4Section. The Trustee, subject to the provisions of this Section 4 6.01, shall be reinstated if at any time any payment of any entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Senior Indebtedness is rescinded Trustee assigned to the Corporate Trust Office has received at the Corporate Trust Office of the Trustee from the Issuer or must otherwise be returned by any holder one or more holders of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy receiver or reorganization conservator of the Borrower. Any provision of this Note Issuer (who shall have been certified or otherwise established to the contrary notwithstanding (other than satisfaction of the provision contained Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of the Issuer referred to in Section 6)this Article, the Borrower Trustee and Holders shall not make, and no Holder shall accept, any payment be entitled to rely conclusively upon a certificate of the receiver or prepayment of principalconservator, or prepayment any order or decree entered by a court of competent jurisdiction, or other amounts due thereunder, of Person making any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except Trustee or to the extent and at Holders for the times prohibited or restricted by purpose of ascertaining the provisions of this Section 4. In no event shall the Holder commence any action or proceeding Persons entitled to contest the provisions of this Section 4 or the priority of the Liens (as defined participate in the Senior Credit Agreement) granted to such distribution, the holders of the Senior Indebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. In the absence of a certificate from any such liquidating trustee, receiver, conservator, agent or other Person, the Trustee, subject to Section 6.01, shall be entitled to rely conclusively upon a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness by (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the Borrower. No Holder shall takeevent that the Trustee determines, accept in its discretion, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness, to participate in any payment or receive any collateral security from distribution pursuant to this Section, the Borrower for Trustee may request such Person to furnish evidence to the payment reasonable satisfaction of the Subordinated ObligationsTrustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may, defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andCorporation, for itself, is successors and assigns, covenants and agrees, and each holder of a Security of any series likewise covenants and agrees by its his acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Corporation to make any payment on account of the principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities of any series shall be subordinate and junior and subordinate in right of payment to the prior Corporation's obligations to the holders of Senior Indebtedness of the Corporation. In the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Corporation as a whole, whether voluntary or involuntary, all obligations of the Corporation to holders of Senior Indebtedness of the Corporation shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on any of the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the Corporation, the holders of the Securities of each series, together with the holders of any obligations of the Corporation ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Corporation the amounts at the time due and owing on account of unpaid principal of and interest on the Securities of any series before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation ranking junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Corporation of any kind or character whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Corporation being subordinated to the payment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Senior Indebtedness of the Corporation is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Corporation or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Corporation may have been issued, ratably, for application to the payment of all Senior IndebtednessIndebtedness of the Corporation remaining unpaid until all such Senior Indebtedness of the Corporation shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of the Corporation. The obligations of the Corporation in respect of the Securities of all series shall rank on a parity with any obligations of the Corporation ranking on a parity with the Securities. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607. The subordination provisions of the foregoing paragraph and Section 1409 shall not be applicable to amounts at the time due and owing on the Securities of any series on account of the unpaid principal of or interest on the Securities of such series for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Corporation in trust in accordance with the provisions of this Section 4. Each holder Indenture; nor shall such provisions impair any rights, interests, or powers of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements any secured creditor of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Corporation in respect of any security the Subordinated Obligations in accordance with the terms creation of this Note except to the extent and at the times which is not prohibited or restricted by the provisions of this Indenture. The Corporation shall give written notice to the Trustee within 10 Business Days after the occurrence of (i) any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Corporation as a whole, whether voluntary or involuntary, (ii) any Event of Default described in Section 4501(5) or (6), or (iii) any event specified in Section 1409. In no event shall the Holder commence any action or proceeding The Trustee, subject to contest the provisions of this Section 4 or 601, shall be entitled to assume that, and may act as if, no such event referred to in the priority preceding sentence has occurred unless a Responsible Officer of the Liens Trustee assigned to the Trustee's corporate trust department has received at the principal office of the Trustee from the Corporation or any one or more holders of Senior Indebtedness of the Corporation or any trustee or representative therefor (as defined who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee or representative) written notice thereof. Upon any distribution of assets of the Corporation referred to in this Article, the Trustee and holders of the Securities of each series shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the Senior Credit Agreement) granted first sentence of this paragraph are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness by of the Borrower. No Holder Corporation, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon, and all other facts pertinent thereto or to this Article, and the Trustee, subject to the provisions of Article Six, and the holders of the Securities of each series shall take, accept be entitled to rely upon a certificate of the liquidating trustee or receive agent or other person making any collateral security from distribution to the Borrower Trustee or to the holders of the Securities of each series for the payment purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Subordinated ObligationsSenior Indebtedness of the Corporation, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Corporation (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of the Corporation, to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andCompany, by for itself, its acceptance hereofsuccessors and assigns, covenants and agrees, and each Holder agree of a Security likewise covenants and agrees by his acceptance thereof, that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the Principal and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities shall be subordinate and junior and subordinate in right of payment to the prior Company’s obligations to the holders of Senior Indebtedness to the extent provided herein, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations to holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the Principal or interest on the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Company Ranking on a Parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid Principal and interest on the Securities before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Ranking Junior to the Securities. In addition, subject to the provisions of Section 13.03, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or any Holder of the Securities before all Senior Indebtedness is paid in full and if such Securityholder or the Trustee, as the case may be, receiving such payment is aware at the time or receipt that all Senior Indebtedness has not been paid in full, then such payment or distribution shall, if received by any Securityholder, be held in trust for the benefit of the holders of Senior Indebtedness or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company, and, in each case, shall be applied to the payment of all Senior Indebtedness remaining unpaid, until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. For purposes of this paragraph only, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article XIII. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities on account of the unpaid Principal or interest on the Securities for the payment of which funds have been deposited in trust with the Trustee or have been set aside by the Company in trust in accordance with the provisions of this Section 4Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security the creation of which is not prohibited by the provisions of this Indenture. Each holder of If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be deemed made by the Company with respect to have acquired Senior Indebtedness in reliance upon the agreements of Principal or interest on the Borrower and the holder of this Note contained in this Section 4Securities. The provisions of this Section 4 paragraph shall be reinstated if at any time not apply to any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to which the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions first paragraph of this Section 413.01 would be applicable. In no event The securing of any obligations of the Company Ranking on a Parity with the Securities or obligations Ranking Junior to the Securities shall not be deemed to prevent such obligations from constituting obligations of the Holder commence any action Company Ranking on a Parity with the Securities or proceeding obligations Ranking Junior to contest the provisions Securities. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article XI shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 4 13.01 if the Person formed by such consolidation or into which the Company is merged or the priority Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, or transfer, comply with the Liens (as defined conditions set forth in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated ObligationsArticle XI.

Agreement to Subordinate. The Borrower andNotwithstanding any other provision to the contrary in this Indenture, by its acceptance hereofthe Company covenants and agrees, and each Holder agree by accepting a Security covenants and agrees, that the indebtedness payment of the Borrower evidenced by this Noteprincipal of, whether for principal, premium (if any) and interest on any and all other amount payable Obligations under or in respect hereof and all rights connection with the Indebtedness now or claims arising out of hereafter evidenced by the Securities, the Subsidiary Guaranties, this Indenture and/or related agreements, documents or associated with such Indebtedness (the "Subordinated Obligations"), shall be junior and instruments is subordinate in right of payment payment, to the extent and in the manner provided in this Article, to the prior payment in full in cash of all Senior Indebtedness of the Company or the relevant Subsidiary Guarantor, as the case may be, whether outstanding on the Issue Date or thereafter incurred, including all Obligations of the Company and such Subsidiary Guarantor under the Senior Credit Facility. The subordination provisions set forth in this Article are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Company as provided in this Article and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes, including, in the event of any voluntary or involuntary liquidation or dissolution of the Company, whether total or partial, or in a bank- 91 ruptcy, reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or similar proceeding relating to the Company or its property, the timely filing of a claim for the unpaid balance of such Holder's Securities in the form required in said proceeding and cause said claim to be approved. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 20 days before the expiration of the time to file such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; provided, however, that any such claim filed by the Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provision set forth in this Article are, and are intended to be, an inducement and consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, in accordance with the provisions of this Section 4. Each and such holder of Senior Indebtedness shall be deemed conclusively to have acquired relied upon such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness in reliance upon the agreements of the Borrower Indebtedness, and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, is made an obligee hereunder and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligationsenforce directly such subordination provisions.

Agreement to Subordinate. The Borrower andGuarantor, for itself, its successors and assigns, covenants and agrees, and each Beneficiary likewise covenants and agrees by its his or her acceptance hereofof the Guarantee, each Holder agree that the indebtedness obligation of Guarantor to make any payment on account of principal (and premium, if any) and interest pursuant to the Borrower evidenced by this Note, whether for principal, interest on any other amount payable under or in respect hereof and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Guarantee shall be subordinate and junior and subordinate in right of payment to Guarantor’s obligations to the prior holders of Senior Indebtedness. In the event of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up of or relating to Guarantor as a whole, whether voluntary or involuntary, all obligations of Guarantor to holders of Senior Indebtedness shall be entitled to be paid in full before any payment, whether in cash, property or otherwise, shall be made on any account of the principal (and premium, if any) or interest pursuant to the Guarantee. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Beneficiaries, together with the holders of Indebtedness Ranking on a Parity with the Guarantee, shall be entitled ratably to be paid from the remaining assets of Guarantor the amounts at the time due and owing on account of unpaid principal (and premium, if any) and interest pursuant to the Guarantee before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any Indebtedness Ranking Junior to the Guarantee or any capital stock. In addition, in the event of any such proceeding, if any payment or distribution of assets of Guarantor of any kind or character, whether in cash, property or securities (other than securities of Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the Guarantee, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of Guarantor being subordinated to the payment of the obligations under the Guarantee, shall be received by the Trustee or the Beneficiaries before all Senior Indebtedness is paid in full, such payment or distribution shall be held (in trust if received by such Beneficiaries) for the benefit of and shall be paid over to the trustee in bankruptcy, receiver, liquidating trustee or custodian for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness, . The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Guarantee for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by Guarantor or Obligor in trust in accordance with the provisions of this Section 4the Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of Guarantor in respect of any security the creation of which is not prohibited by the provisions of the Indenture. Each holder The Beneficiaries and the Trustee, in respect of Senior Indebtedness shall any claims of such Beneficiaries to payment under the Guarantee, by their acceptance of the Guarantee will be deemed to have acquired waived any right of set- off or counterclaim that such Beneficiaries or (subject to Section 6.7 of the Indenture) the Trustee, respectively, in such respect, might otherwise have. The securing of any Indebtedness Ranking on a Parity with the Guarantee or Indebtedness Ranking Junior to the Guarantee shall not be deemed to prevent such Indebtedness from constituting Indebtedness Ranking on a Parity with the Guarantee or Indebtedness Ranking Junior to the Guarantee, respectively. The securing of any Indebtedness for Money Borrowed of Guarantor otherwise constituting Indebtedness Ranking on a Parity with the Guarantee shall not be deemed to prevent such Indebtedness for Money Borrowed from constituting Indebtedness Ranking on a Parity with the Guarantee. The securing of any Indebtedness for Money Borrowed of Guarantor otherwise constituting Indebtedness Ranking Junior to the Guarantee shall not be deemed to prevent such Indebtedness for Money Borrowed from constituting Indebtedness Ranking Junior to the Guarantee. Guarantor shall give prompt written notice to the Trustee of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up or relating to Guarantor as a whole, whether voluntary or involuntary, or of any default with respect to any Senior Indebtedness that would prevent the Trustee from making any payment in reliance upon the agreements respect of the Borrower and the holder of Guarantee under this Note contained in this Section 4Section. The Trustee, subject to the provisions of this Section 4 6.1 of the Indenture, shall be reinstated if at any time any payment of any entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Senior Indebtedness is rescinded Trustee assigned to the Corporate Trust Office has received at the Corporate Trust Office of the Trustee from Guarantor or must otherwise be returned by any holder one or more holders of Senior Indebtedness or any representative of such holder upon trustee therefor (who shall have been certified or otherwise established to the insolvency, bankruptcy or reorganization satisfaction of the BorrowerTrustee to be such a holder or trustee) written notice thereof. Any provision Upon any distribution of assets of Guarantor referred to in this Note Schedule 1, the Trustee and Beneficiaries shall be entitled to rely conclusively upon a certificate of the liquidating trustee or agent, or any order or decree entered by a court of competent jurisdiction, or other Person making any distribution to the contrary notwithstanding (other than Trustee or to the provision contained Beneficiaries for the purpose of ascertaining the Persons entitled to participate in Section 6)such distribution, the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any holders of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of Indebtedness, the Subordinated Obligations in accordance with amount thereof or payable thereon, the terms of amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Note except Schedule 1, and the Trustee, subject to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority Article 6 of the Liens (as defined Indenture, and the Beneficiaries shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Beneficiaries for the purpose of ascertaining the Persons entitled to participate in the Senior Credit Agreement) granted to such distribution, the holders of the Senior Indebtedness by of Guarantor, the Borroweramount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent to this Schedule 1. No Holder shall takeIn the absence of any such liquidating trustee, accept agent or receive any collateral security from other Person, the Borrower for the payment Trustee, subject to Section 6.1 of the Subordinated ObligationsIndenture, shall be entitled to rely conclusively upon a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in its discretion, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness, to participate in any payment or distribution pursuant to this Schedule 1, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Schedule 1, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower Borrowers, Senior Guarantors5 and, by its acceptance hereof, each Holder Holder, jointly and severally covenant and agree that the indebtedness of the any Borrower and of any Senior Guarantor evidenced by this Note, whether for principal, interest on or any other amount payable under or in respect hereof and all rights or claims arising out of or associated with such Indebtedness indebtedness (the "“Subordinated Obligations"”), are and shall be junior and subordinate in right of payment to the prior payment in full in cash or other immediately available funds of all Senior Indebtedness, Indebtedness in accordance with the provisions of this Section 4. X. Each holder of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements of the Borrower Borrowers, Senior Guarantors and the holder of this Note Holder contained in this Section 4. X. The provisions of this Section 4 X shall continue to be effective and shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrowerany Borrower or any Senior Guarantor. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6)notwithstanding, the Borrower Borrowers and Senior Guarantors shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness Indebtedness, any letter of credit issued under or in connection with the Senior Debt Documents or any commitment to extend credit under the Senior Debt Documents remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. X. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 X or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated ObligationsBorrowers and Senior Guarantors.

Agreement to Subordinate. The Borrower andCompany, by for itself, its acceptance hereofsuccessors and assigns, covenants and agrees, and each Holder agree of a Security likewise covenants and agrees by his acceptance thereof, that the indebtedness obligation of the Borrower evidenced by this NoteCompany to make any payment on account of the principal of (and premium, whether for principalif any), interest on any other amount payable under or in and Additional Amounts with respect hereof to each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities shall be subordinate and junior and subordinate in right of payment to the prior Company's obligations to the holders of Senior Indebtedness of the Company, in that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on account of the principal of (or premium, if any), interest on or Additional Amounts with respect to the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the Company, the Holders of the Securities and any Coupons appertaining thereto, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any), interest on and Additional Amounts with respect to the Securities before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or the Holders of the Securities or Coupons before all Senior Indebtedness of the Company is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably, for application to the payment of all Senior IndebtednessIndebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of the Company. The obligations of the Company in respect of the Securities of each series shall rank on a parity with the Floating Rate Subordinated Notes Due 1995, the Floating Rate Subordinated Notes Due 1997, the Floating Rate Subordinated Notes Due 2000, the Floating Rate Subordinated Notes Due 2009, the 7 1/2% Subordinated Notes Due 1997, the 10% Subordinated Notes Due 1999, the 8% Subordinated Notes Due 1999, the 7 3/4% Subordinated Notes due 1999, the Floating Rate Subordinated Notes Due 2000, the 9 3/8% Subordinated Notes Due 2001, the 9 3/4% Subordinated Notes Due 81 91 2001, the 7.50% Subordinated Notes Due 2003, the Floating Rate Subordinated Notes Due 2003, the 6.50% Subordinated Notes Due 2005, the Floating Rate Subordinated Notes Due August 1, 2003 and the 6.75% Subordinated Notes Due 2008 issued by the Company, the Securities of each other series and any other obligations of the Company ranking on a parity with the Securities. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities on account of the unpaid principal of (or premium, if any), interest on or Additional Amounts with respect to the Securities for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent, or Capital Securities and/or funds as required have been deposited with the Exchange Agent, or funds and/or Capital Securities have been set aside by the Company in trust in accordance with the provisions of this Section 4. Each holder Indenture; nor shall such provisions impair any rights, interests, remedies or powers of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements any secured creditor of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Company in respect of any security the Subordinated Obligations in accordance with the terms creation of this Note except to the extent and at the times which is not prohibited or restricted by the provisions of this Section 4Indenture. In no event The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities, shall not be deemed to prevent such obligations from constituting obligations ranking on a parity with the Holder commence Securities or ranking junior to the Securities. The Company shall give prompt written notice to the Trustee of any action insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or proceeding similar proceedings or any liquidation or winding-up of or relating to contest the Company as a whole, whether voluntary or involuntary. The Trustee, subject to the provisions of this Section 4 or the priority 601, shall be entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Liens Trustee assigned to the Trustee's Corporate Trustee Administration Department has received at the Corporate Trust Office from the Company or any one or more holders of Senior Indebtedness of the Company or any trustee therefor (as defined who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of the Company referred to in this Article, the Trustee and the Holders of the Securities and Coupons shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the Senior Credit Agreement) granted first sentence of this paragraph are pending for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness by of the Borrower. No Holder 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, and the Trustee, subject to the provisions of Article Six, and the Holders of the Securities and Coupons shall take, accept be entitled to rely upon a certificate of the liquidating trustee or receive agent or other Person making any collateral security from distribution to the Borrower Trustee or to the Holders of the Securities or Coupons for the payment purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Subordinated ObligationsSenior 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. In the absence of any such liquidating trustee, agent or other Person, the Trustee shall be entitled to rely upon a written 82 92 notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness of the Company (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of the Company, to participate in any payment or distribution pursuant to this Section, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness of the Company held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower and, by its acceptance hereof, ------------------------ each Holder agree that the indebtedness of the Borrower evidenced by this Note, whether for principal, interest on any other amount payable under or in respect hereof and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), shall be junior and subordinate in right of payment to the prior payment in full in cash of all Senior Indebtedness, in accordance with the provisions of this Section 4. X. Each holder of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements of the Borrower and the holder of this Note contained in this Section 4. X. The provisions of this Section 4 X shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6)notwithstanding, the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. X. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 X or the priority of the Liens (as defined in the Senior Credit AgreementAgreements) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligations.

Agreement to Subordinate. The Borrower andCompany, for itself, is successors and assigns, covenants and agrees, and each holder of a Security of any series likewise covenants and agrees by its his acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities of any series shall be subordinate and junior and subordinate in right of payment to the prior Company's obligations to the holders of Senior Indebtedness of the Company, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on any of the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the Company, the holders of the Securities of each series, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Securities of any series before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Senior Indebtedness of the Company is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably, for application to the payment of all Senior IndebtednessIndebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of the Company. The obligations of the Company in respect of the Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the Securities. Nothing in this Section 14.01 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities of any series on account of the unpaid principal of or interest on the Securities of such series for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Section 4. Each holder Indenture; nor shall such provisions impair any rights, interests, or powers of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements any secured creditor of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Company in respect of any security the Subordinated Obligations in accordance with the terms creation of this Note except to the extent and at the times which is not prohibited or restricted by the provisions of this Section 4Indenture. In no event The Company shall give prompt written notice to the Holder commence Trustee of any action insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or proceeding similar proceedings or any liquidation or winding-up of or relating to contest the Company as a whole, whether voluntary or involuntary. The Trustee, subject to the provisions of this Section 4 or the priority 7.01, shall be entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Liens Trustee assigned to the Trustee's corporate trust department has received at the principal corporate trust office of the Trustee from the Company or any one or more holders of Senior Indebtedness of the Company or any trustee therefor (as defined who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of the Company referred to in this Article Fourteen, the Trustee and holders of the Securities of each series shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the Senior Credit Agreement) granted first sentence of this paragraph are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness by of the Borrower. No Holder 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 Fourteen, and the Trustee, subject to the provisions of Article Seven, and the holders of the Securities of each series shall take, accept be entitled to rely upon a certificate of the liquidating trustee or receive agent or other person making any collateral security from distribution to the Borrower Trustee or to the holders of the Securities of each series for the payment purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Subordinated ObligationsSenior 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 Fourteen. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of the Company, to participate in any payment or distribution pursuant to this Section, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andEach of the Stockholders, by its acceptance hereof, each Holder the Company and Holdings agree that the indebtedness payment of any amount due or owing under this Agreement or the Borrower evidenced by this Note, whether for principal, interest on Agreements and any other amount payable under right or claim (at law or in respect hereof equity) of any Stockholder, or any assignee or transferee thereof, in its capacity as a Stockholder under this Agreement or the Agreements is, and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations")shall be, shall be junior and subordinate in right of payment fully subordinated to the prior payment in full (in cash cash) of all Senior Indebtedness, in accordance with the provisions of this Section 4. Each holder of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements indebtedness of the Borrower Company or of Holdings arising out of or relating to the Senior Notes or the Credit Agreement and all related principal, interest (including, without limitation, interest accruing after the holder filing of this Note contained a petition initiating any bankruptcy proceeding, whether or not such interest accrues after the filing of such petition for purposes of federal bankruptcy laws or is an allowed claim in this Section 4such proceeding), fees, expenses or other similar obligations. The provisions of this Section 4 shall be reinstated if at any time Upon any payment or distribution of assets or securities of Holdings or the Company of any of the Senior Indebtedness is rescinded kind or must otherwise be returned by character, whether in cash, property or securities, upon any holder of Senior Indebtedness dissolution or any representative of such holder upon the insolvency, bankruptcy winding-up or liquidation or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 Holdings or the priority of the Liens (as defined Company, whether voluntary or involuntary or in the Senior Credit Agreement) granted to bankruptcy, insolvency or receivership or other proceedings, the holders of the Senior Indebtedness Notes, or the applicable trustee on behalf of such holders, and the lenders under the Credit Agreement shall first be paid in full in cash the amount of principal, interest (including, without limitation, interest accruing after the filing of a petition initiating any bankruptcy proceeding, whether or not such interest accrues after the filing of such petition for purposes of federal bankruptcy laws or is an allowed claim in such proceeding), fees, expenses or other similar obligations in respect of such Senior Notes or the Credit Agreement before any Stockholder shall be entitled to receive any payment by the Borrower. No Holder Company in its capacity as a Stockholder under this Agreement or the Agreements, and any amounts received by any Stockholder, or any assignee or transferee thereof, in its capacity as a Stockholder under this Agreement or the Agreements shall take, accept or receive any collateral security from the Borrower be held in trust for the payment benefit of, and paid over to, the holders of the Subordinated ObligationsSenior Notes, or the applicable trustee therefor, and the lenders under the Credit Agreement.

Agreement to Subordinate. The Borrower andGuarantor, for itself, its successors and assigns, covenants and agrees, and each Beneficiary likewise covenants and agrees by its acceptance hereofthereof, each Holder agree that the indebtedness of the Borrower evidenced by this Note, whether for principal, interest on any other amount payable under or in respect hereof and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Guarantee shall be subordinate and junior and subordinate in right of payment to all Senior Indebtedness of Guarantor, and that upon any payment or distribution of assets of Guarantor upon any liquidation, dissolution, winding-up, reorganization, assignment for benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructurings or similar proceedings or in connection with any insolvency or bankruptcy proceedings of Guarantor, the prior holders of Senior Indebtedness of Guarantor shall first be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness before any payment shall be made on account of principal or interest pursuant to the Guarantee. In the event of any such proceeding, after payment in cash full of all sums owing with respect to Senior Indebtedness of Guarantor, the Beneficiaries, together with the holders of any obligations of Guarantor ranking on a parity with the Guarantee, shall be entitled to be paid from the remaining assets of Guarantor the amounts at the time due and owing on account of unpaid principal and interest pursuant to the Guarantee before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of Guarantor ranking junior to the Guarantee. In addition, in the event of any such proceeding, if any payment or distribution of assets of Guarantor of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of Guarantor being subordinated to the payment of the Guarantee shall be received by the Trustee or the Beneficiaries before all Senior Indebtedness of Guarantor is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Guarantor or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Guarantor may have been issued, ratably, for application to the payment of all Senior Indebtedness, in accordance with the provisions Indebtedness of this Section 4. Each holder of Guarantor remaining unpaid until all such Senior Indebtedness of Guarantor shall be deemed have been paid in full, after giving effect to have acquired any concurrent payment or distribution to the holders of such Senior Indebtedness in reliance upon the agreements of the Borrower and the holder of this Note contained in this Section 4Guarantor. The provisions obligations of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Guarantor in respect of the Subordinated Obligations in accordance Guarantee shall rank on a parity with any obligations of Guarantor ranking on a parity with the terms Guarantee. Nothing in this Schedule shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06 of this Note except the Indenture. Guarantor shall give prompt written notice to the extent Trustee of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and at the times prohibited liabilities or restricted by similar proceedings or any liquidation or winding-up of or relating to Guarantor as a whole, whether voluntary or involuntary and of any event specified in Section 9 below. The Trustee, subject to the provisions of this Section 4. In 7.01 of the Indenture, shall be entitled to assume that, and may act as if, no event referred to in the preceding sentence has occurred unless a Responsible Officer of the Trustee assigned to the Trustee’s Corporate Trustee Administration Department has received at the principal office of the Trustee from the Guarantor or any one or more holders of Senior Indebtedness of Guarantor or any trustee or representative therefor (who shall have been certified or otherwise established to the Holder commence satisfaction of the Trustee to be such a holder or trustee or representative) written notice thereof. Upon any action distribution of assets of Guarantor referred to in this Schedule, the Trustee and Beneficiaries shall be entitled to rely upon any order or proceeding decree of a court of competent jurisdiction in which proceedings relating to contest any event specified in the provisions first sentence of this Section 4 or paragraph are pending for the priority purpose of ascertaining the Liens (as defined persons entitled to participate in the Senior Credit Agreement) granted to such distribution, the holders of the Senior Indebtedness by of Guarantor, the Borrower. No Holder amount thereof or payable thereon, the amount or amounts paid or distributed thereon, and all other facts pertinent thereto or to this Schedule, and the Trustee, subject to the provisions of Article VII of the Indenture, and the Beneficiaries shall take, accept be entitled to rely upon a certificate of the liquidating trustee or receive agent or other person making any collateral security from distribution to the Borrower Trustee or to the Beneficiaries for the payment purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Subordinated ObligationsSenior Indebtedness of Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Schedule. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of Guarantor (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of Guarantor, to participate in any payment or distribution pursuant to this Schedule, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Schedule, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andNotwithstanding any other provision to the contrary in this Indenture, by its acceptance hereofthe Company covenants and agrees, and each Holder agree by accepting a Security covenants and agrees, that the indebtedness payment of the Borrower evidenced by this Noteprincipal of, whether for principal, premium (if any) and interest on any and all other amount payable Obligations under or in respect hereof and all rights connection with the Indebtedness now or claims arising out of hereafter evidenced by the Securities, any Subsidiary Guaranties, this Indenture and/or related agreements, documents or associated with such Indebtedness (the "Subordinated Obligations"), shall be junior and instruments is subordinate in right of payment payment, to the extent and in the manner provided in this Article, to the prior payment in full in cash of all Senior Indebtedness of the Company or the relevant Subsidiary Guarantor, if applicable, whether outstanding on the Issue Date or thereafter incurred, including all Obligations of the Company and any such Subsidiary Guarantor under the Senior Credit Facility. The subordination provisions set forth in this Article are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Company as provided in this Article and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes, including, in the event of any voluntary or involuntary liquidation or dissolution of the Company, whether total or partial, or in a bankruptcy, reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or similar proceeding relating to the Company or its property, the timely filing of a claim for the unpaid balance of such Holder's Securities in the form required in said proceeding and cause said claim to be approved. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 20 days before the expiration of the time to file such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; provided, however, that any such claim filed by the Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provisions set forth in this Article are, and are intended to be, an inducement and consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, in accordance with the provisions of this Section 4. Each and such holder of Senior Indebtedness shall be deemed conclusively to have acquired relied upon such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness in reliance upon the agreements of the Borrower Indebtedness, and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, is made an obligee hereunder and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligationsenforce directly such subordination provisions.

Agreement to Subordinate. This Lease shall be and hereby is made subject and subordinate at all times to the lien or security title of any mortgage granted by Landlord which may now or hereafter affect the real property of which the Demised Premises forms a part, and to all renewals, modifications, consolidations, participations, replacements and extensions thereof. No further instrument of subordination shall be necessary to effect the provisions hereof. Notwithstanding the foregoing Tenant agrees to evidence this subordination by an instrument, in writing, within ten (10) days of Landlord's written request for such subordination. The Borrower term "mortgage" as used in this Lease shall include deeds of trust and deeds to secure debt. The rights of Tenant under this Lease shall not be terminated, and the possession of the Demised Premises by Tenant shall not be disturbed by any mortgagee or by any proceeding on the debt which any such mortgage secures, or by any person, firm or corporation whose rights were acquired as a result of such proceeding or by virtue of a right or power contained in any such mortgage or the bond or note secured thereby and any sale of the Shopping Center or the Building at foreclosure will be subject to this Lease. Tenant agrees that, in the event of foreclosure of any such mortgage or sale of the Demised Premises under the power contained therein, Tenant will attorn to and accept the purchaser at any such sale as Landlord for the balance of the then remaining term of the Lease, subject to all of the terms and conditions of this Lease. Upon any such attornment, this Lease will continue in full force and effect as a direct lease between Tenant and any such purchaser and, by its acceptance hereofso long as Tenant is not in default under this Lease, each Holder agree that the indebtedness Tenant's possession of the Borrower evidenced Demised Premises and its rights and privileges under this Lease shall not be diminished or interfered with by this Noteany mortgagee or purchaser. Landlord represents to Tenant that La Salle Bank National Association, whether as Trustee for principalBanc of America Commercial Mortgage Pass Through Certificates, interest on any other amount payable under or in respect hereof Series 2001-PB1 is the only mortgagee of the Shopping Center and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations")mortgagee will, shall be junior and subordinate in right of payment to the prior payment in full in cash of all Senior Indebtedness, in accordance simultaneously with the provisions execution of this Section 4. Each holder of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not makeLease, and no Holder shall acceptas a condition to Tenant's obligations hereunder, any payment or prepayment of principalexecute and deliver to Tenant the Subordination, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent Non-Disturbance and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined Attornment Agreement in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligations.form annexed hereto as Exhibit E.

Agreement to Subordinate. The Borrower andCompany, for itself, its successors and assigns, covenants and agrees, and each holder of a Security likewise covenants and agrees by its his or her acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this NoteCompany to make any payment on account of the principal of (and premium, whether for principal, if any) and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities shall be subordinate and junior and subordinate in right of payment to the prior Company's obligations to the holders of Senior Indebtedness. In the event of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness shall be entitled to be paid in full before any payment, whether in cash, property or otherwise, shall be made on any account of the principal of (or premium, if any) or interest on any of the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the holders, together with the holders of Indebtedness Ranking on a Parity with the Securities, shall be entitled ratably to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest, if any, on the Securities before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any Indebtedness Ranking Junior to the Securities or any capital stock. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or the holders before all Senior Indebtedness is paid in full, such payment or distribution shall be held (in trust if received by such holders) for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities on account of the unpaid principal of (or premium, if any) or interest, if any, on the Securities for the payment of which funds have been deposited in trust with the Trustee or any paying agent or have been set aside by the Company in trust in accordance with the provisions of this Section 4Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security the creation of which is not prohibited by the provisions of this Indenture. Each holder The holders of Senior Indebtedness shall Securities and the Trustee, in respect of any claims of such holders to payment of any principal, premium or interest in respect of any Securities, by their acceptance thereof will be deemed to have acquired waived any right of set-off or counterclaim that such holders or (subject to Section 6.06) the Trustee, respectively, in such respect, might otherwise have. The securing of any Indebtedness Ranking on a Parity with the Securities or Indebtedness Ranking Junior to the Securities shall not be deemed to prevent such Indebtedness from constituting Indebtedness Ranking on a Parity with the Securities or Indebtedness Ranking Junior to the Securities, respectively. The Company shall give prompt written notice to the Trustee of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up or relating to the Company as a whole, whether voluntary or involuntary, or of any default with respect to any Senior Indebtedness that would prevent the Trustee from making any payment in reliance upon the agreements respect of the Borrower and the holder of Securities under this Note contained in this Section 4Section. The Trustee, subject to the provisions of this Section 4 6.01, shall be reinstated if at any time any payment of any entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Senior Indebtedness is rescinded Trustee assigned to the Corporate Trust Office has received at the Corporate Trust Office of the Trustee from the Company or must otherwise be returned by any holder one or more holders of Senior Indebtedness or any representative of such holder upon trustee therefor (who shall have been certified or otherwise established to the insolvency, bankruptcy or reorganization satisfaction of the BorrowerTrustee to be such a holder or trustee) written notice thereof. Any provision Upon any distribution of assets of the Company referred to in this Note Article Fifteen, the Trustee and holders shall be entitled to rely conclusively upon a certificate of the liquidating trustee or agent, or any order or decree entered by a court of competent jurisdiction, or other Person making any distribution to the contrary notwithstanding (other than Trustee or to the provision contained holders for the purpose of ascertaining the Persons entitled to participate in Section 6)such distribution, the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any holders of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of Indebtedness, the Subordinated Obligations in accordance with amount thereof or payable thereon, the terms of amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Note except Article, and the Trustee, subject to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall Article Six, and the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority holders of the Liens (as defined Securities shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the holders of the Securities for the purpose of ascertaining the Persons entitled to participate in the Senior Credit Agreement) granted to such distribution, the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated ObligationsCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent to this Article Fifteen. In the absence of any such liquidating trustee, agent or other Person, the Trustee, subject to Section 6.01, shall be entitled to rely conclusively upon a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in its discretion, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness, to participate in any payment or distribution pursuant to this Section 15.01, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section 15.01, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andCompany agrees, by its acceptance hereof, and each Holder agree by accepting a Note agrees (i) that the indebtedness of the Borrower Indebtedness evidenced by this Note, whether for principal, interest on the Notes and any other amount payable under or in respect hereof and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), shall be junior and subordinate Guarantee is subordinated in right of payment payment, to the extent and in the manner provided in this Article 11, to the prior payment in full in cash of all Senior IndebtednessDebt (whether outstanding on the date hereof or hereafter created, in accordance with incurred, assumed or guaranteed), and (ii) all security interests and other liens securing payment of the provisions of this Section 4. Each holder of Senior Indebtedness Notes or guaranty thereof are and shall be deemed subordinate, to have acquired the fullest extent permitted by law and as hereinafter set forth, to the security interests and other liens securing the Senior Indebtedness Debt notwithstanding the perfection, order of perfection or -67- failure to perfect, any such security interest or other lien, or the filing or recording, order of filing or recording or failure to file or record this agreement or any instrument or other document in reliance upon the agreements of the Borrower and the holder of this Note contained any filing or recording office in this Section 4any jurisdiction. The provisions of this Section 4 shall be reinstated if at Trustee and each Holder agrees that it will not directly or indirectly take any time any payment action to contest or challenge the validity, legality, perfection, priority, availability, or enforceability of any lien or security interest of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness Debt upon any of the Collateral or seek to have the same avoided, disallowed, set aside, or otherwise invalidated in any judicial proceeding or otherwise. For the purposes of this Agreement, the Senior Debt shall not be deemed to have been paid in full ("Indefeasible Repayment") until the obligations of the holders of the Senior Debt to extend additional credit under the Senior Debt Documents has terminated and 90 days have elapsed after the date on which the holders or owners thereof shall have received payment in full of the Senior Debt in cash. The subordination is for the benefit of and enforceable by the Borrowerholders of Senior Debt. No Holder Payments by Guarantors and the liens securing such payments shall take, accept or receive any collateral security from be subject to the Borrower for same restrictions as payments by the payment of Company hereunder and the Subordinated Obligationsliens securing such payments.

Agreement to Subordinate. The Borrower and, by its acceptance hereofNotwithstanding any other provision to the contrary in this Indenture, each Subsidiary Guarantor covenants and agrees, and each Holder agree by accepting a Security covenants and agrees, that the indebtedness of the Borrower evidenced all payments by this Note, whether for principal, interest on any other amount payable under or such Subsidiary Guarantor in respect hereof and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), shall be junior and subordinate its Subsidiary Guarantee are subordinated in right of payment payment, to the extent and in the manner provided in this Article, to the prior payment in full in cash of all Senior Indebtedness of such Subsidiary Guarantor, whether outstanding on the Issue Date or thereafter incurred, including all Obligations of the Company and such Subsidiary Guarantor under the Senior Credit Facility. The subordination provisions set forth in this Article are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of each subsidiary Guarantor as provided in this Article and appoints the Trustee as such Holder's attorney-in-fact for any and all such proposes, including, in the event of any voluntary or involuntary liquidation or dissolution of a Subsidiary Guarantor, whether total or partial, or in a bankruptcy, reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or similar proceeding relating to a Subsidiary Guarantor or its property, the timely filing of a claim for the unpaid balance of such Holder's Securities in the form required in said proceeding and cause said claim to be approved. If the Trustee does not file a property claim or proof to debt in the form required in such proceeding prior to 20 days before the expiration of the time to exile such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; provided, however, that any such claim filed by such Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provisions set forth in this Article are, and are intended to be, an inducement and consideration to each holder of Senior Indebtedness of each Subsidiary Guarantor, whether such Senior Indebtedness was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, in accordance with the provisions of this Section 4. Each and such holder of Senior Indebtedness shall be deemed conclusively to have acquired relied upon such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness in reliance upon the agreements of the Borrower Indebtedness, and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, is made an obligee hereunder and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligationsenforce directly such subordination provisions.

Agreement to Subordinate. The Borrower andCompany, by for itself, its acceptance hereofsuccessors and assigns, covenants and agrees, and each Holder agree of a Security likewise covenants and agrees by his acceptance thereof, that the indebtedness obligation of the Borrower evidenced by this NoteCompany to make any payment on account of the principal of (and premium, whether for principal, if any) and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities shall be subordinate and junior and subordinate in right of payment to the prior Company's obligations to the holders of Senior Indebtedness and, under the circumstances described in clause (ii) of this sentence, to the holders of Additional Senior Obligations, to the extent provided herein, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding- up of or relating to the Company as a whole, whether voluntary or involuntary, (i) all obligations to holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the principal of (and premium, if any) or interest on the Securities and, (ii) if after giving effect to the operation of clause (i) above, (A) any amount of cash, property or securities remains available for payment or distribution in respect of the Securities ("Excess Proceeds") and (B) creditors in respect of Additional Senior Obligations have not received payment in full of amounts due or to become due thereon or payment of such amounts have not been duly provided for, then such Excess Proceeds shall first be applied to pay or provide for the payment in cash full of all such Additional Senior Obligations before any payment shall be made on account of the principal of (and premium, if any) or interest on the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness and Additional Senior Obligations, the Holders of the Securities, together with the holders of any obligations of the Company Ranking on a Parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company Ranking Junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities, shall be received by the Trustee or the Holders of the Securities before all Senior Indebtedness and Additional Senior Obligations are paid in full and if the Holder or the Trustee, as the case may be, receiving such payment is aware at the time of receipt that all Senior Indebtedness and Additional Senior Obligations have not been paid in full, then such payment or distribution shall, if received by any Holder, be held in trust for the benefit of the holders of Senior Indebtedness and/or Additional Senior Obligations, as the case may be or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company, and, in each case, shall be applied to the payment of all Senior IndebtednessIndebtedness and Additional Senior Obligations remaining unpaid, until all such Senior Indebtedness and Additional Senior Obligations shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness and Additional Senior Obligations. For purposes of this paragraph only, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness and Additional Senior Obligations which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities on account of the unpaid principal of (and premium, if any) or interest on the Securities for the payment of which funds have been deposited in trust with the Trustee or have been set aside by the Company in trust in accordance with the provisions of this Section 4Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security the creation of which is not prohibited by the provisions of this Indenture. Each holder of If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be deemed made by the Company with respect to have acquired Senior Indebtedness in reliance upon the agreements principal of (or premium, if any) or interest on the Borrower and the holder of this Note contained in this Section 4Securities. The provisions of this Section 4 paragraph shall be reinstated if at any time not apply to any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to which the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions first paragraph of this Section 4would be applicable. In no event The securing of any obligations of the Company Ranking on a Parity with the Securities or obligations Ranking Junior to the Securities shall not be deemed to prevent such obligations from constituting obligations of the Holder commence any action Company Ranking on a Parity with the Securities or proceeding obligations Ranking Junior to contest the provisions Securities. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 4 if the Person formed by such consolidation or into which the Company is merged or the priority Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, or transfer, comply with the Liens (as defined conditions set forth in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated ObligationsArticle Eight.

Agreement to Subordinate. The Borrower andNotwithstanding any other provision to the contrary in this Indenture, by its acceptance hereofthe Company covenants and agrees, and each Holder agree by accepting a Security covenants and agrees, that the indebtedness payment of the Borrower evidenced by this Noteprincipal of, whether for principal, premium (if any) and interest on any and all other amount payable Obligations under or in respect hereof and all rights connection with the Indebtedness now or claims arising out of hereafter evidenced by the Securities, the Subsidiary Guaranties, this Indenture and/or related agreements, documents or associated with such Indebtedness (the "Subordinated Obligations"), shall be junior and instruments is subordinate in right of payment payment, to the extent and in the manner provided in this Article, to the prior payment in full in cash of all Senior Indebtedness of the Company or the relevant Subsidiary Guarantor, as the case may be, whether outstanding on the Issue Date or thereafter incurred, including all Obligations of the Company and such Subsidiary Guarantor under the Senior Credit Facility. The subordination provisions set forth in this Article are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Company as provided in this Article and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes, including, in the event of any voluntary or involuntary liquidation or dissolution of the Company, whether total or partial, or in a bankruptcy, reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or similar proceeding relating to the Company or its property, the timely filing of a claim for the unpaid balance of such Holder's Securities in the form required in said proceeding and cause said claim to be approved. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 20 days before the expiration of the time to file such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; provided, however, that any such claim filed by the Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provision set forth in this Article are, and are intended to be, an inducement and consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, in accordance with the provisions of this Section 4. Each and such holder of Senior Indebtedness shall be deemed conclusively to have acquired relied upon such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness in reliance upon the agreements of the Borrower Indebtedness, and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, is made an obligee hereunder and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligationsenforce directly such subordination provisions.

Agreement to Subordinate. (a) The Borrower and, by its acceptance hereof, each Holder Debtor and the Subordinated Creditor agree that the indebtedness of the Borrower evidenced by this Note, whether for principal, interest on any other amount payable under or in respect hereof Intercompany Subordinated Debt is and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), shall be junior subject, subordinate and subordinate rendered junior, to the extent and in the manner hereinafter set forth, in right of payment payment, to the prior payment in cash in full in cash of all obligations of the Debtor now existing or hereafter arising in connection with the Credit Agreement or any other Loan Document, whether for (i) principal, (ii) premium, if any, (iii) reimbursement obligations in respect of Letters of Credit, (iv) interest (including, without limitation, interest accruing after the filing of a petition initiating any proceeding referred to in clause (a) of Section 3 at the rate provided in the respective Loan Document, whether or not allowed as a claim in any such proceeding), (v) costs, fees (including, without limitation, attorneys’ fees and disbursements) and reasonable expenses or (vi) otherwise (the obligations specified in clauses(a)(i) through (a)(vi) above are referred to collectively as the “Senior Indebtedness”). For purposes of these provisions, in accordance with the provisions of this Section 4. Each holder of Senior Indebtedness shall not be deemed to have acquired been paid in cash in full until the Secured Parties shall have received full payment of the Senior Indebtedness in reliance upon cash and all letters of credit issued under the agreements Credit Agreement have expired or been terminated or have been cash collateralized in full, which payment and/or cash collateralization shall have been retained by the Secured Parties for a period of time in excess of all applicable preference or other similar periods under applicable bankruptcy, insolvency or creditors’ rights laws. Each of the Borrower Debtor and the holder Subordinated Creditor waives notice of this Note contained acceptance of these provisions by the Secured Parties, and the Subordinated Creditor waives notice of and consent to the making, amount and terms of the Senior Indebtedness which may exist or be created from time to time and any renewal, extension, amendment or modification thereof, and any other lawful action which any Secured Party in this Section 4its and their sole and absolute discretion may take or omit to take with respect thereto. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower constitute a continuing offer made for the payment benefit of the Subordinated Obligationsand to all Secured Parties and each Secured Party is hereby irrevocably authorized to enforce such provisions.

Agreement to Subordinate. The Borrower andCompany covenants and agrees, by its acceptance hereof, and the Subordinated Creditor agrees on behalf of each Holder agree that all Securities shall be issued subject to the indebtedness terms of the Borrower evidenced by this NoteAgreement; and each Person holding any Security, whether for principalupon original issue or upon transfer, interest on any other amount payable under assignment or in respect hereof exchange thereof, accepts and all rights or claims arising out of or associated with agrees to be bound by such Indebtedness provisions. The Subordinated Debt shall, to the extent set forth herein (the "Subordinated Obligations"including without limitation, Section 3 hereof), shall be junior and subordinate subordinated in right of payment to the prior payment in full full, in cash cash, of all amounts that constitute Senior Indebtedness, in accordance with the provisions of this Section 4Debt. Each holder of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements The payment of the Borrower principal and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated Accreted Value of, interest and premium, if at any, on and any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvencyand all fees, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (Extension Fees, Liquidated Damages, Share Delivery Damages and other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) payments with respect to all Subordinated Debt (including, but not limited to, the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except Redemption Price and Repurchase Price) issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment of all Senior Debt, whether outstanding at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority date of the Liens (as defined Indenture or thereafter incurred, in the Senior Credit Agreement) granted full in cash or payment satisfactory to the holders of Senior Debt. Upon the final maturity of any Senior Debt or upon the acceleration thereof, neither the Company nor any Person acting on its or their behalf, may make any payment or distribution of any kind or character on, or in respect of, any Subordinated Debt, or acquire any Subordinated Debt for cash or property or otherwise, and neither the Subordinated Creditor nor the Holders shall receive or accept any of the foregoing without the prior written consent of the Senior Indebtedness by Creditor, unless and until the BorrowerSenior Debt has been paid in full. No Holder provision of this Agreement shall take, accept prevent the occurrence of any Default or receive any collateral security from Event of Default (as each such term is defined in the Borrower for Indenture) under the payment of the Subordinated ObligationsIndenture as defined therein.

Agreement to Subordinate. The Borrower andEach Obligor agrees, for itself and its respective successors and assigns, and each Subordinating Creditor agrees, and each Subordinated Debtholder by its acquisition and acceptance hereofof any Note or other Subordinated Debt shall be deemed to have agreed, each Holder agree that the indebtedness payment of the Borrower evidenced by this Note, whether for principal, interest on any other amount payable under or in respect hereof and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), shall be junior and subordinate Debt is hereby subordinated in right of payment as provided herein to the prior payment in full in cash of all Senior Indebtedness, Debt and the termination (except in accordance with the provisions context of this Section 4. Each holder of Senior Indebtedness shall be deemed a payment or distribution to have acquired Senior Indebtedness the Subordinated Debtholders in reliance upon the agreements respect of the Borrower Subordinated Debt in an Insolvency Proceeding otherwise permitted herein) of all lending commitments under the Senior Credit Agreement. Upon the final maturity of any Senior Debt or the acceleration thereof, no Obligor may make any payment or distribution of any kind or character on, or in respect of any Subordinated Debt, or acquire any Subordinated Debt for cash or property or otherwise, and the holder of this Note contained in this Section 4. The provisions of this Section 4 Subordinated Debtholders shall be reinstated if at any time any payment of not receive or accept any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon foregoing (subject to Section 5.(c)), without the insolvency, bankruptcy or reorganization prior written consent of the BorrowerAgent on behalf of the Senior Lenders, unless and until the Senior Debt at the time outstanding has been paid in full and, except in the context of a payment or distribution to the Subordinated Debtholders in respect of the Subordinated Debt in an Insolvency Proceeding, all lending commitments under the Senior Credit Agreement have been terminated. Any Notwithstanding any provision of this the Subordinated Note Documents to the contrary notwithstanding and in addition to any other limitations set forth herein or therein, no payment (whether made in cash, securities (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment Permitted Junior Securities) or prepayment of principal, other property or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set set-off, exchange or any other manner) with respect to the Subordinated Obligations at Debt shall be made or received, and no Subordinated Debtholder shall exercise any time when right of set-off or recoupment with respect to any Subordinated Debt, until all of the Senior Indebtedness remains outstanding. Holder may receive interest payments Debt is paid in full and, except in the context of a payment or distribution to the Subordinated Debtholders in respect of the Subordinated Obligations Debt in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in an Insolvency Proceeding, all lending commitments under the Senior Credit AgreementAgreement have been terminated; provided, however, that except as provided in Section 2.(b) granted to or Section 5, the holders of the Senior Indebtedness by the Borrower. No Holder shall takeObligors may make, accept or receive any collateral security from the Borrower for the payment of and the Subordinated ObligationsDebtholders may accept, Permitted Subordinated Debt Payments. For the avoidance of doubt, the Unrestricted Subordinated Debt Payments may be made at any time without any restriction.

Agreement to Subordinate. The Borrower andCompany, for itself, its successors and assigns, covenants and agrees, and each Holder of a Security likewise covenants and agrees by its acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the Principal and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities shall be subordinate and junior and subordinate in right of payment to the prior Company’s obligations to the holders of Senior Indebtedness to the extent provided herein, and that in the case of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities, composition or similar proceedings of the Company or its property or any liquidation, dissolution or winding-up of or relating to the Company as a whole, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings or in connection with any assignment for the benefit of creditors or any marshalling of assets, all obligations to holders of Senior Indebtedness shall be entitled to be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made on account of the Principal or interest on the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Company Ranking on a Parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid Principal and interest on the Securities and such obligations of the Company Ranking on a Parity with such Securities before any payment or other distribution, whether in cash cash, securities or other property, shall be made on account of any capital stock or any obligations of the Company Ranking Junior to the Securities. In addition, subject to the provisions of Section 11.03, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, securities or other property, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities or any payment effected by way of a set-off, shall be received by the Trustee or any Holder of the Securities before all Senior Indebtedness is paid in full and if such Securityholder or the Trustee, as the case may be, receiving such payment is aware at the time of receipt that all Senior Indebtedness has not been paid in full, then such payment or distribution shall, if received by any Securityholder, be held in trust for the benefit of and paid and delivered to the holders of Senior Indebtedness or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company with a direction to direct such payment or distribution for the benefit of the Senior Indebtedness, and, in each case, shall be applied to the payment of all Senior Indebtedness remaining unpaid, until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. For purposes of this paragraph only, the words, “cash, securities or other property” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article 11. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the applicable time or times due and owing on the Securities on account of the unpaid Principal or interest on the Securities for which funds have been deposited in trust with the Trustee or have been set aside by the Company in trust in accordance with the provisions of this Section 4Indenture and applicable law. Each holder If there shall have occurred and be continuing (a) a default in any payment of principal of, or interest or premium on, any Senior Indebtedness (beyond any applicable grace or cure period) or (b) an event of default with respect to any Senior Indebtedness, as to which all grace or cure periods shall have expired and the appropriate percentage of holders of Senior Indebtedness or their trustee or agent shall consequently be permitted to accelerate, or shall have actually accelerated, the maturity of the Senior Indebtedness, or (c) a judicial proceeding commenced by any holder or holders of Senior Indebtedness (or their trustee or agent) as a result of such payment default or such event of default, unless and until such payment default or event of default (or any resulting acceleration) shall have been cured or waived or shall have ceased to exist or been rescinded or annulled or such judicial proceeding shall have been dismissed or a final, non-appealable judgment rendered in favor of the Company in all material respects as to such payment default or event of default, no payments shall be deemed made by the Company with respect to have acquired Senior Indebtedness in reliance upon the agreements of Principal or interest on the Borrower and the holder of this Note contained in this Section 4Securities. The provisions of this Section 4 paragraph shall be reinstated if at any time not apply to any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to which the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions first paragraph of this Section 411.01 would be applicable. In no event The securing of any obligations of the Company Ranking on a Parity with the Securities or obligations Ranking Junior to the Securities shall not be deemed to prevent such obligations from constituting obligations of the Holder commence any action Company Ranking on a Parity with the Securities or proceeding obligations Ranking Junior to contest the provisions Securities. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article 5 shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 4 11.01 if the Person formed by such consolidation or into which the Company is merged or the priority Person which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, or transfer, comply with the Liens (as defined conditions set forth in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated ObligationsArticle 5.

Agreement to Subordinate. The Borrower andCompany, for itself, its successors and assigns, covenants and agrees, and each holder of a Security of any series likewise covenants and agrees by its his acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities of any series shall be subordinate and junior and subordinate in right of payment to the prior Company’s obligations to the holders of Priority Indebtedness of the Company. In the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Priority Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on any of the Securities. In the event of any such proceeding, after payment in full in cash of all Senior Indebtednesssums owing with respect to Priority Indebtedness of the Company, the holders of the Securities of each series, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Securities of any series before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Priority Indebtedness of the Company is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Priority Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Priority Indebtedness of the Company may have been issued, ratably, for application to the payment of all Priority Indebtedness of the Company remaining unpaid until all such Priority Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Priority Indebtedness of the Company. The obligations of the Company in respect of the Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the Securities. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.6. The subordination provisions of the foregoing paragraph and Section 14.9 shall not be applicable to amounts at the time due and owing on the Securities of any series on account of the unpaid principal of or interest on the Securities of such series for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Section 4. Each holder Indenture; nor shall such provisions impair any rights, interests, or powers of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements any secured creditor of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Company in respect of any security the Subordinated Obligations in accordance with the terms creation of this Note except to the extent and at the times which is not prohibited or restricted by the provisions of this Indenture. The Company shall give written notice to the Trustee within 10 Business Days after the occurrence of (i) any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, (ii) any Event of Default described in 6.1(d) or 6.1(e), or (iii) any event specified in Section 414.9. In no event shall the Holder commence any action or proceeding The Trustee, subject to contest the provisions of this Section 4 or 7.1, shall be entitled to assume that, and may act as if, no such event referred to in the priority preceding sentence has occurred unless a Responsible Officer of the Liens Trustee assigned to the Trustee’s corporate trust department has received at the principal office of the Trustee from the Company or any one or more holders of Priority Indebtedness of the Company or any trustee or representative therefor (as defined who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee or representative) written notice thereof. Upon any distribution of assets of the Company referred to in this Article, the Trustee and holders of the Securities of each series shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the Senior Credit Agreement) granted first sentence of this paragraph are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Priority 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, and the Trustee, subject to the provisions of Article Seven, and the holders of the Securities of each series shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower Securities of each series for the payment purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Subordinated ObligationsPriority 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. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Priority Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Priority Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Priority Indebtedness of the Company, to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Priority Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andCompany, for itself, its successors and assigns, covenants and agrees, and each Holder of a Note likewise covenants and agrees by its acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the principal and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Notes shall be subordinate and junior and subordinate in right of payment to the prior Company’s Obligations to the holders of Senior Indebtedness to the extent provided herein, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all Obligations to holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the principal or interest on the Notes. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Notes, together with the holders of any Obligations of the Company Ranking on a Parity with the Notes, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal and interest on the Notes before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any Obligations of the Company Ranking Junior to the Notes. In addition, subject to the provisions of Section 12.03, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or Notes, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Notes, shall be received by the Trustee or any Holder of the Notes before all Senior Indebtedness is paid in full and if such Holder or the Trustee, as the case may be, receiving such payment is aware at the time of receipt that all Senior Indebtedness has not been paid in full, then such payment or distribution shall, if received by any Holder, be held in trust for the benefit of the holders of Senior Indebtedness or, if received by the Trustee, shall be held by it and delivered forthwith to the trustee in bankruptcy, receiver, assignee, agent or other Person making payment or distribution of the assets of the Company, and, in each case, shall be applied to the payment of all Senior Indebtedness remaining unpaid, until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. For purposes of this paragraph only, the words, “cash, property or Notes” shall not be deemed to include shares of capital stock of the Company, or indebtedness of the Company or any other company provided for by a plan of reorganization or readjustment which are subordinated in right of payment to all Senior Indebtedness which may at the time be outstanding to substantially the same extent as, or to a greater extent than, the Notes are so subordinated as provided in this Article 12. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Notes on account of the unpaid principal or interest on the Notes for the payment of which funds have been deposited in trust with the Trustee or have been set aside by the Company in trust in accordance with the provisions of this Section 4Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security the creation of which is not prohibited by the provisions of this Indenture. Each holder of If there shall have occurred and be continuing (a) a default in any payment with respect to any Senior Indebtedness or (b) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no cash payments shall be deemed made by the Company with respect to have acquired Senior Indebtedness in reliance upon the agreements of principal or interest on the Borrower and the holder of this Note contained in this Section 4Notes. The provisions of this Section 4 paragraph shall be reinstated if at any time not apply to any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to which the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions first paragraph of this Section 412.01 would be applicable. In no event The securing of any Obligations of the Company Ranking on a Parity with the Notes or Ranking Junior to the Notes shall not be deemed to prevent such Obligations from constituting Obligations of the Holder commence any action Company Ranking on a Parity with the Notes or proceeding Ranking Junior to contest the provisions Notes. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person shall not be deemed a dissolution, winding-up, liquidation, reorganization, assignment for the benefit of creditors or marshalling of assets and liabilities of the Company for the purposes of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligations12.01.

Agreement to Subordinate. The Borrower Company and, by its acceptance hereof, each Holder agree agrees that the indebtedness of the Borrower Company evidenced by this Notethe Debentures, whether for principal, interest on or any other amount payable under or in respect hereof and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated ObligationsSUBORDINATED OBLIGATIONS"), shall be junior and subordinate in right of payment to the prior payment in full in cash of all Senior Indebtedness, in accordance with the provisions of this Section 47.1. Each holder of Senior Indebtedness Lender shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements of the Borrower Company and the holder of this Note Holders contained in this Section 47.1. The provisions of this Section 4 7.1 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness Lender or any representative of such holder Senior Lender upon the insolvency, bankruptcy or reorganization of the BorrowerCompany. Any provision of this Note Agreement or the Debentures to the contrary notwithstanding (other than the provision contained in Section 6)notwithstanding, the Borrower Company shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any such payment is prohibited pursuant to the terms of the Senior Indebtedness remains outstandingthis Agreement. Holder Holders may receive regularly scheduled payments of principal and interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note Agreement and the Debentures except to the extent and at the times prohibited or restricted by the provisions of this Section 4ARTICLE VII. In no event shall the any Holder commence any action or proceeding to contest the provisions of this Section 4 7.1 or the priority of the Liens (as defined in the Senior Credit Agreement) any Lien granted to the holders of Senior Lenders by the Company to secure the payment and other obligations under the Senior Indebtedness by the BorrowerIndebtedness. No Holder shall take, accept or receive any collateral security from the Borrower Company for the payment of the Subordinated Obligations.

Agreement to Subordinate. The Borrower and, by its acceptance hereofNotwithstanding any other provision to the contrary in this Indenture, each Guarantor covenants and agrees, and each Holder agree by accepting a Security covenants and agrees, that the indebtedness of the Borrower evidenced all payments by this Note, whether for principal, interest on any other amount payable under or such Guarantor in respect hereof and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), shall be junior and subordinate its Guarantee are subordinated in right of payment payment, to the extent and in the manner provided in this Article, to the prior payment in full in cash of all Guarantor Senior IndebtednessDebt, whether outstanding on the Issue Date or thereafter incurred, including all Obligations of the Company and such Guarantor under the Credit Agreement. The subordination provisions set forth in this Article are for the benefit of, and shall be enforceable directly by, the holders of Guarantor Senior Debt. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in accordance with the provisions sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Guarantor Senior Debt as provided in this Section 4Article and appoints the Trustee as such Holder's attorney-in-fact for any and all such proposes, including, in the event of any voluntary or involuntary liquidation or dissolution of a Guarantor, whether total or partial, or in a bankruptcy, reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or similar proceeding relating to a Guarantor or its property, the timely filing of a claim for the unpaid balance of such Holder's Securities in the form required in said proceeding and cause said claim to be approved. If the Trustee does not file a property claim or proof to debt in the form required in such proceeding prior to 20 days before the expiration of the time to exile such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; PROVIDED, HOWEVER, that any such claim filed by such Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provisions set forth in this Ar- ticle are, and are intended to be, an inducement and consideration to each holder of Guarantor Senior Indebtedness Debt, whether such Guarantor Senior Debt was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Guarantor Senior Debt, and such holder of Guarantor Senior Debt shall be deemed conclusively to have acquired relied upon such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Guarantor Senior Indebtedness in reliance upon the agreements of the Borrower Debt, and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, is made an obligee hereunder and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligationsenforce directly such subordination provisions.

Agreement to Subordinate. The Borrower andCompany, for itself, its successors and assigns, covenants and agrees, and each holder of a Security of any series likewise covenants and agrees by its his acceptance hereofthereof, each Holder agree that the indebtedness Securities of the Borrower evidenced by this Note, whether for principal, interest on any other amount payable under or in respect hereof and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), series shall be subordinate and junior and subordinate in right of payment to all Senior Indebtedness of the prior Company, and that upon any payment or distribution of assets of the Company upon any liquidation, dissolution, winding-up, reorganization, assignment for benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructurings or similar proceedings or in connection with any insolvency or bankruptcy proceedings of the Company, the holders of Senior Indebtedness of the Company shall first be entitled to receive payment in full of principal of (and premium, if any) and interest, if any, on such Senior Indebtedness before any payment shall be made on account of the principal of or interest on any of the Securities. In the event of any such proceeding, after payment in cash full of all sums owing with respect to Senior Indebtedness of the Company, the holders of the Securities of each series, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Securities of any series before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Senior Indebtedness of the Company is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably, for application to the payment of all Senior Indebtedness, in accordance with Indebtedness of the provisions of this Section 4. Each holder of Company remaining unpaid until all such Senior Indebtedness of the Company shall be deemed have been paid in full, after giving effect to have acquired any concurrent payment or distribution to the holders of such Senior Indebtedness in reliance upon the agreements of the Borrower and the holder of this Note contained in this Section 4Company. The provisions of this Section 4 shall be reinstated if at any time any payment of any obligations of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Company in respect of the Subordinated Obligations in accordance Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the terms of Securities. Nothing in this Note except Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. The Company shall give prompt written notice to the extent Trustee of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and at liabilities or similar proceedings or any liquidation or winding-up of or relating to the times prohibited Company as a whole, whether voluntary or restricted by involuntary and of any event specified in Section 14.09. The Trustee, subject to the provisions of this Section 4. In 7.01, shall be entitled to assume that, and may act as if, no event referred to in the preceding sentence has occurred unless a Responsible Officer of the Trustee assigned to the Trustee's Corporate Trustee Administration Department has received at the principal office of the Trustee from the Company or any one or more holders of Senior Indebtedness of the Company or any trustee or representative therefor (who shall have been certified or otherwise established to the Holder commence satisfaction of the Trustee to be such a holder or trustee or representative) written notice thereof. Upon any action distribution of assets of the Company referred to in this Article, the Trustee and holders of the Securities of each series shall be entitled to rely upon any order or proceeding decree of a court of competent jurisdiction in which proceedings relating to contest any event specified in the provisions first sentence of this Section 4 or paragraph are pending for the priority purpose of ascertaining the Liens (as defined persons entitled to participate in the Senior Credit Agreement) granted to such distribution, the holders of the Senior Indebtedness by of the Borrower. No Holder 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, and the Trustee, subject to the provisions of Article VII, and the holders of the Securities of each series shall take, accept be entitled to rely upon a certificate of the liquidating trustee or receive agent or other person making any collateral security from distribution to the Borrower Trustee or to the holders of the Securities of each series for the payment purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Subordinated ObligationsSenior 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. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of the Company, to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andNotwithstanding any other provision to the contrary in this Indenture, by its acceptance hereofthe Company covenants and agrees, and each Holder agree by accepting a Security covenants and agrees, that the indebtedness payment of the Borrower evidenced by this Note, whether for principal, interest on any other amount payable all Obligations under or in respect hereof and all rights connection with the Indebtedness now or claims arising out of or associated with such Indebtedness (hereafter evidenced by the "Subordinated Obligations"), shall be junior and Securities is subordinate in right of payment payment, to the extent and in the manner provided in this Article, to the prior payment in full in cash of all Senior IndebtednessDebt of the Company, whether outstanding on the Issue Date or thereafter incurred, including all Obligations of the Company under the Credit Agreement. The subordination provisions set forth in this Article are for the benefit of, and shall be enforceable directly by, the holders of Senior Debt. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in accordance with the provisions sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Debt of the Company as provided in this Section 4Article and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes, including, in the event of any voluntary or involuntary liquidation or dissolution of the Company, whether total or partial, or in a bankruptcy, reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or similar proceeding relating to the Company or its property, the timely filing of a claim for the unpaid balance of such Holder's Securities in the form required in said proceeding and cause said claim to be approved. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 20 days before the expiration of the time to file such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; PROVIDED, HOWEVER, that any such claim filed by the Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provision set forth in this Article are, and are intended to be, an inducement and consideration to each holder of any Senior Debt of the Company, whether such Senior Debt was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Debt, and such holder of Senior Indebtedness Debt shall be deemed conclusively to have acquired relied upon such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness in reliance upon the agreements of the Borrower Debt, and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, is made an obli- gee hereunder and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligationsenforce directly such subordination provisions.

Agreement to Subordinate. The Borrower andCompany covenants and agrees, and each Holder of Securities, by its his acceptance hereofthereof, each Holder agree likewise covenants and agrees, that the indebtedness represented by the Securities and the payment of the Borrower evidenced by this Note, whether for principal, principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations")Securities is hereby expressly subordinated, shall be junior to the extent and subordinate in the manner hereinafter set forth, in right of payment to the prior payment in full of Senior Indebtedness of the Company. Anything in cash the Securities or in this Indenture to the contrary notwithstanding, the indebtedness evidenced by the Securities shall be subordinate and junior in right of payment, in all respects, to all Senior IndebtednessIndebtedness of the Company, whether outstanding at the Issue Date or incurred after the Issue Date. In the event of (i) any insolvency or bankruptcy case or proceeding, (ii) any receivership, liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (iii) any assignment for the benefit of the creditors or any other marshaling of assets and liabilities of the Company, then and in accordance with any such event specified in (i), (ii) or (iii) above, the provisions of this Section 4. Each holder holders of Senior Indebtedness shall be deemed entitled to have acquired receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Indebtedness in reliance upon before the agreements Holders of the Borrower Securities are entitled to receive any Note Payment (as defined below), and in any such event any Note Payment to which the holder Holders of this Note contained in this Section 4. The the Securities or the Trustee on their behalf would be entitled, but for the subordination provisions of this Section 4 Indenture, shall be reinstated if at any time any payment of any of made by the Senior Indebtedness is rescinded Company or must otherwise be returned by any holder of Senior Indebtedness receiver, trustee in bankruptcy, liquidating trustee, agent or any representative of other Person making such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principaldistribution, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective trustee, agent or other representative under any agreement or indenture pursuant to which any such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full, in cash, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. In the event that, notwithstanding the foregoing provision prohibiting such Note Payment, any Note Payment shall be received by the Borrower. No Trustee or any Holder of Securities at a time when such Note Payment is prohibited as described in the preceding paragraph and before all obligations in respect of Senior Indebtedness are paid in full in cash, such Note Payment shall takebe received and held in trust for the benefit of, accept and shall be paid over or receive delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective trustee, agent or other representative under any collateral security from the Borrower agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full in cash after giving effect to any concurrent payment, distribution or provision therefor to or for the Subordinated Obligationsaccount of the holders of such Senior Indebtedness. No direct or indirect payment, deposit or distribution of any kind or character, whether in cash, property or securities (including any payment made to Holders of the Securities under the terms of Indebtedness subordinated to the Securities, but excluding any payment or distribution of Permitted Junior Securities) by or on behalf of the Company of principal of, premium, if any, or interest on, or any other obligation in respect of, the Securities whether pursuant to the terms of the Securities, upon acceleration, by way of repurchase, redemption, defeasance or otherwise (all such payments, deposits or distributions being referred to herein, individually and collectively, as a "Note Payment"), shall be made if, at the time of such Note Payment, there exists a default (a "Payment Default") in the payment when due of all or any portion of the obligations under or in respect of any Designated Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such Payment Default shall not have been cured or waived. In addition, during the continuance of any default or event of default (other than a Payment Default) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without the giving of any notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, no Note Payment may be made by or on behalf of the Company for a period (a "Payment Blockage Period") commencing upon the receipt by the Company and the Trustee of written notice of such default or event of default from the holder or holders of such Designated Senior Indebtedness or any trustee, agent or other representative acting on behalf of the holder or holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Company from the holder or holders of such Designated Senior Indebtedness or any trustee, agent or other representative acting on behalf of the holder or holders of such Designated Senior Indebtedness, (ii) by discharge or repayment in full in cash of such Designated Senior Indebtedness or (iii) because the default or event of default giving rise to such Payment Blockage Notice has been cured, waived or ceased to exist). Subject to the provisions of the first sentence of this paragraph, the Company may resume payments on the Securities after such Payment Blockage Period. Not more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days, unless at least 180 consecutive days shall have elapsed during which time no payment blockage was in effect. No default or event of default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period may be, or be made, the basis for the commencement of any other Payment Blockage Period by the holder or holders of such Designated Senior Indebtedness or any trustee, agent or other representative acting on behalf of the holder or holders of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such default or event of default has been cured or waived for a period of not less than 90 consecutive days. In the event that, notwithstanding the foregoing, any Note Payment shall be received by the Trustee or any Holder when such Note Payment is prohibited by the second preceding paragraph, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Senior Indebtedness or any trustee, agent or other representative under any agreement or indenture pursuant to which any such Designated Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that, upon notice from the Trustee to the holders of Designated Senior Indebtedness that such prohibited Note Payment has been made, the holders of the Designated Senior Indebtedness (or their trustee, agent or other representative) notify the Trustee in writing of the amounts then due and owing on the Designated Senior Indebtedness, if any, and only the amount specified in such notice to the Trustee shall be paid to or for the account of the holders of Designated Senior Indebtedness. The failure to make any payment or distribution for or on account of the Securities by reason of the provisions of this Indenture described under this section will not be construed as preventing the occurrence of an Event of Default described in clause (i), (ii) or (iii) of Section 6.1(a).

Agreement to Subordinate. The Borrower andCompany, for itself, is successors and assigns, covenants and agrees, and each holder of a Security of any series likewise covenants and agrees by its his acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities of any series shall be subordinate and junior and subordinate in right of payment to the prior Company's obligations to the holders of Senior Indebtedness of the Company, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on any of the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the Company, the holders of the Securities of each series, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Securities of any series before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Senior Indebtedness of the Company is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably, for application to the payment of all Senior IndebtednessIndebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of the Company. The obligations of the Company in respect of the Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the Securities. Nothing in this Section 14.01 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities of any series on account of the unpaid principal of or interest on the Securities of such series for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Section 4. Each holder Indenture; nor shall such provisions impair any rights, interests, or powers of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements any secured creditor of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Company in respect of any security the Subordinated Obligations in accordance with the terms creation of this Note except to the extent and at the times which is not prohibited or restricted by the provisions of this Section 4Indenture. In no event The Company shall give prompt written notice to the Holder commence Trustee of any action insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or proceeding similar proceedings or any liquidation or winding-up of or relating to contest the Company as a whole, whether voluntary or involuntary. The Trustee, subject to the provisions of this Section 4 or the priority 7.01, shall be entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Liens Trustee assigned to the Trustee's corporate trust department has received at the principal corporate trust office of the Trustee from the Company or any one or more holders of Senior Indebtedness of the Company or any trustee therefor (as defined who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of the Company referred to in this Article Fourteen, the Trustee and holders of the Securities of each series shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the Senior Credit Agreement) granted first sentence of this paragraph are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness by of the Borrower. No Holder 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 Fourteen, and the Trustee, subject to the provisions of Article Seven, and the holders of the Securities of each series shall take, accept be entitled to rely upon a certificate of the liquidating trustee or receive agent or other person making any collateral security from distribution to the Borrower Trustee or to the holders of the Securities of each series for the payment purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Subordinated ObligationsSenior 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 Fourteen. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of the Company, to participate in any payment or distribution pursuant to this Section, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andCompany, for itself, is successors and assigns, covenants and agrees, and each holder of a Security of any series likewise covenants and agrees by its his acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities of any series shall be subordinate and junior and subordinate in right of payment to the prior Company’s obligations to the holders of Priority Indebtedness of the Company. In the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Priority Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on any of the Securities. In the event of any such proceeding, after payment in full in cash of all Senior Indebtednesssums owing with respect to Priority Indebtedness of the Company, the holders of the Securities of each series, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Securities of any series before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any obligations of the Company ranking junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Priority Indebtedness of the Company is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Priority Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Priority Indebtedness of the Company may have been issued, ratably, for application to the payment of all Priority Indebtedness of the Company remaining unpaid until all such Priority Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Priority Indebtedness of the Company. The obligations of the Company in respect of the Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the Securities. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.6. The subordination provisions of the foregoing paragraph and Section 14.9 shall not be applicable to amounts at the time due and owing on the Securities of any series on account of the unpaid principal of or interest on the Securities of such series for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Section 4. Each holder Indenture; nor shall such provisions impair any rights, interests, or powers of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements any secured creditor of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Company in respect of any security the Subordinated Obligations in accordance with the terms creation of this Note except to the extent and at the times which is not prohibited or restricted by the provisions of this Indenture. The Company shall give written notice to the Trustee within 10 Business Days after the occurrence of (i) any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, (ii) any Event of Default described in 6.1(d) or 6.1(e), or (iii) any event specified in Section 414.9. In no event shall the Holder commence any action or proceeding The Trustee, subject to contest the provisions of this Section 4 or 7.1, shall be entitled to assume that, and may act as if, no such event referred to in the priority preceding sentence has occurred unless a Responsible Officer of the Liens Trustee assigned to the Trustee’s corporate trust department has received at the principal office of the Trustee from the Company or any one or more holders of Priority Indebtedness of the Company or any trustee or representative therefor (as defined who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee or representative) written notice thereof. Upon any distribution of assets of the Company referred to in this Article, the Trustee and holders of the Securities of each series shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the Senior Credit Agreement) granted first sentence of this paragraph are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Priority 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, and the Trustee, subject to the provisions of Article Seven, and the holders of the Securities of each series shall be entitled to rely upon a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower Securities of each series for the payment purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Subordinated ObligationsPriority 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. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Priority Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Priority Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Priority Indebtedness of the Company, to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Priority Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andCompany, for itself, its successors and assigns, covenants and agrees, and each holder of a Security of any series likewise covenants and agrees by its his acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities of any series shall be subordinate and junior and subordinate in right of payment to the prior Company's obligations to the holders of Senior Indebtedness of the Company. In the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on any of the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the Company, the holders of the Securities of each series, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Securities of any series before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Senior Indebtedness of the Company is paid in full, such payment or distribution shall, except as provided in Section 14.4, be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably, for application to the payment of all Senior IndebtednessIndebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of the Company. The obligations of the Company in respect of the Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the Securities. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.6. The subordination provisions of the foregoing paragraph and Section 14.9 shall not be applicable to amounts at the time due and owing on the Securities of any series on account of the unpaid principal of or interest on the Securities of such series for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Section 4. Each holder Indenture; nor shall such provisions impair any rights, interests, or powers of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements any secured creditor of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Company in respect of any security the Subordinated Obligations in accordance with the terms creation of this Note except to the extent and at the times which is not prohibited or restricted by the provisions of this Indenture. The Company shall give written notice to the Trustee within 10 Business Days after the occurrence of (i) any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation or winding-up of or relating to the Company as a whole, whether voluntary or involuntary, (ii) any Event of Default described in 6.1(d) or 6.1(e), or (iii) any event specified in Section 414.9. In no event shall the Holder commence any action or proceeding The Trustee, subject to contest the provisions of this Section 4 or 7.1, shall be entitled to assume that, and may act as if, no such event referred to in the priority preceding sentence has occurred unless a Responsible Officer of the Liens Trustee assigned to the Trustee's corporate trust department has received at the principal office of the Trustee from the Company or any one or more holders of Senior Indebtedness of the Company or any trustee or representative therefor (as defined who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee or representative) written notice thereof. Upon any distribution of assets of the Company referred to in this Article, the Trustee and holders of the Securities of each series shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the Senior Credit Agreement) granted first sentence of this paragraph are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness by of the Borrower. No Holder 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, and the Trustee, subject to the provisions of Article VII, and the holders of the Securities of each series shall take, accept be entitled to rely upon a certificate of the liquidating trustee or receive agent or other person making any collateral security from distribution to the Borrower Trustee or to the holders of the Securities of each series for the payment purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Subordinated ObligationsSenior 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. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of the Company, to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andIssuer, by for itself, its acceptance hereofsuccessors and assigns, covenants and agrees, and each Holder agree of a Debt Security likewise covenants and agrees by such Holder's acceptance thereof, that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Issuer to make any payment on account of the principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations")Debt Securities shall, shall to the extent and in the manner provided herein, be subordinate and junior and subordinate in right of payment to the prior Issuer's obligations to the holders of Senior Indebtedness. In the event of any insolvency, bankruptcy, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up of or relating to the Issuer as a whole, whether voluntary or involuntary, all obligations of the Issuer to holders of Senior Indebtedness shall be entitled to be paid in full before any payment, whether in cash, property or otherwise, shall be made on any account of the principal of or interest on any of the Debt Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders shall be entitled ratably to be paid from the remaining assets of the Issuer the amounts at the time due and owing on account of unpaid principal of and interest, if any, on the Debt Securities. In addition, in cash the event of any such proceeding, if any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities (other than securities of the Issuer or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Debt Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), including any such payment or distribution that may be payable or deliverable by reason of the payment of any other indebtedness of the Issuer being subordinated to the payment of the Debt Securities, shall be received by the Trustee or the Holders before all Senior Indebtedness is paid in full, such payment or distribution shall be held (in trust if received by such Holders) for the benefit of and shall be paid over to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Debt Securities on account of the unpaid principal of or interest, if any, on the Debt Securities for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Issuer in trust in accordance with the provisions of this Section 4Indenture; nor shall such provisions impair any rights, interests, remedies or powers of any secured creditor of the Issuer in respect of any security the creation of which is not prohibited by the provisions of this Indenture. Each holder The Holders of Senior Indebtedness shall Debt Securities and the Trustee, in respect of any claims of the Holders to payment of any principal or interest in respect of any Debt Securities, by their acceptance thereof will be deemed to have acquired waived any right of set-off or counterclaim that such Holders or (subject to Section 6.07) the Trustee, respectively, in such respect, might otherwise have. The Issuer shall give prompt written notice to the Trustee of any insolvency, bankruptcy, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up or relating to the Issuer as a whole, whether voluntary or involuntary, or of any default with respect to any Senior Indebtedness that would prevent the Trustee from making any payment in reliance upon the agreements respect of the Borrower and the holder of Debt Securities under this Note contained in this Section 4Section. The Trustee, subject to the provisions of this Section 4 6.01, shall be reinstated if at any time any payment of any entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Senior Indebtedness is rescinded Trustee assigned to the Corporate Trust Office has received at the Corporate Trust Office of the Trustee from the Issuer or must otherwise be returned by any holder one or more holders of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization liquidating trustee of the Borrower. Any provision of this Note Issuer (who shall have been certified or otherwise established to the contrary notwithstanding (other than satisfaction of the provision contained Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of the Issuer referred to in Section 6)this Article, the Borrower Trustee and Holders shall not make, and no Holder shall acceptbe entitled to rely conclusively upon a certificate of the liquidating trustee, any payment order or prepayment decree entered by a court of principalcompetent jurisdiction, or prepayment of other amounts due thereunder, of Person making any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except Trustee or to the extent and at Holders for the times prohibited or restricted by purpose of ascertaining the provisions of this Section 4. In no event shall the Holder commence any action or proceeding Persons entitled to contest the provisions of this Section 4 or the priority of the Liens (as defined participate in the Senior Credit Agreement) granted to such distribution, the holders of the Senior Indebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. In the absence of a certificate from any such liquidating trustee, receiver, agent or other Person, the Trustee, subject to Section 6.01, shall be entitled to rely conclusively upon a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness by (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the Borrower. No Holder shall takeevent that the Trustee determines, accept in its discretion, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness, to participate in any payment or receive any collateral security from distribution pursuant to this Section, the Borrower for Trustee may request such Person to furnish evidence to the payment reasonable satisfaction of the Subordinated ObligationsTrustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andCompany, for itself, is successors and assigns, covenants and agrees, and each holder of a Security of any series likewise covenants and agrees by its his acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities of any series shall be subordinate and junior and subordinate in right of payment to the prior Company's obligations to the holders of Senior Indebtedness of the Company, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding- up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on any of the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the Company, the holders of the Securities of each series, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Securities of any series before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Senior Indebtedness of the Company is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably, for application to the payment of all Senior IndebtednessIndebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of the Company. The obligations of the Company in respect of the Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the Securities. Nothing in this Section 14.01 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities of any series on account of the unpaid principal of or interest on the Securities of such series for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Section 4. Each holder Indenture; nor shall such provisions impair any rights, interests, or powers of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements any secured creditor of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Company in respect of any security the Subordinated Obligations in accordance with the terms creation of this Note except to the extent and at the times which is not prohibited or restricted by the provisions of this Section 4Indenture. In no event The Company shall give prompt written notice to the Holder commence Trustee of any action insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or proceeding similar proceedings or any liquidation or winding-up of or relating to contest the Company as a whole, whether voluntary or involuntary. The Trustee, subject to the provisions of this Section 4 or the priority 7.01, shall be entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Liens Trustee assigned to the Trustee's corporate trust department has received at the principal corporate trust office of the Trustee from the Company or any one or more holders of Senior Indebtedness of the Company or any trustee therefor (as defined who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of the Company referred to in this Article, the Trustee and holders of the Securities of each series shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the Senior Credit Agreement) granted first sentence of this paragraph are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness by of the Borrower. No Holder 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, and the Trustee, subject to the provisions of Article Seven, and the holders of the Securities of each series shall take, accept be entitled to rely upon a certificate of the liquidating trustee or receive agent or other person making any collateral security from distribution to the Borrower Trustee or to the holders of the Securities of each series for the payment purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Subordinated ObligationsSenior 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. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of the Company, to participate in any payment or distribution pursuant to this Section, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andCompany, for itself, its successors and assigns, covenants and agrees, and each holder of a Security of any series likewise covenants and agrees by its his acceptance hereofthereof, each Holder agree that the indebtedness obligation of the Borrower evidenced by this Note, whether for principal, Company to make any payment on account of the principal of and interest on any other amount payable under or in respect hereof each and all rights or claims arising out of or associated with such Indebtedness (the "Subordinated Obligations"), Securities of any series shall be subordinate and junior and subordinate in right of payment to the prior Company's obligations to the holders of Senior Indebtedness of the Company, and that in the case of any insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or similar proceedings or any liquidation or winding- up of or relating to the Company as a whole, whether voluntary or involuntary, all obligations of the Company to holders of Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on any of the Securities. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the Company, the holders of the Securities of each series, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest on the Securities of any series before any payment or other distribution, whether in cash cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities. In addition, in the event of any such proceeding, if any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities of any series shall be received by the Trustee or the holders of the Securities of any series before all Senior Indebtedness of the Company is paid in full, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued, ratably, for application to the payment of all Senior IndebtednessIndebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company shall have been paid in full, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness of the Company. The obligations of the Company in respect of the Securities of all series shall rank on a parity with any obligations of the Company ranking on a parity with the Securities. Nothing in this Section 14.01 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. The subordination provisions of the foregoing paragraph shall not be applicable to amounts at the time due and owing on the Securities of any series on account of the unpaid principal of or interest on the Securities of such series for the payment of which funds have been deposited in trust with the Trustee or any Paying Agent or have been set aside by the Company in trust in accordance with the provisions of this Section 4. Each holder Indenture; nor shall such provisions impair any rights, interests, or powers of Senior Indebtedness shall be deemed to have acquired Senior Indebtedness in reliance upon the agreements any secured creditor of the Borrower and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments Company in respect of any security the Subordinated Obligations in accordance with the terms creation of this Note except to the extent and at the times which is not prohibited or restricted by the provisions of this Section 4Indenture. In no event The Company shall give prompt written notice to the Holder commence Trustee of any action insolvency, receivership, conservatorship, reorganization, readjustment of debt, marshalling of assets and liabilities or proceeding similar proceedings or any liquidation or winding-up of or relating to contest the Company as a whole, whether voluntary or involuntary. The Trustee, subject to the provisions of this Section 4 or the priority 7.01, shall be entitled to assume that, and may act as if, no such event has occurred unless a Responsible Officer of the Liens Trustee assigned to the Trustee's Corporate Trust Division has received at the principal office of the Trustee from the Company or any one or more holders of Senior Indebtedness of the Company or any trustee therefor (as defined who shall have been certified or otherwise established to the satisfaction of the Trustee to be such a holder or trustee) written notice thereof. Upon any distribution of assets of the Company referred to in this Article, the Trustee and holders of the Securities of each series shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which proceedings relating to any event specified in the Senior Credit Agreement) granted first sentence of this paragraph are pending for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness by of the Borrower. No Holder 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, and the Trustee, subject to the provisions of Article Seven, and the holders of the Securities of each series shall take, accept be entitled to rely upon a certificate of the liquidating trustee or receive agent or other person making any collateral security from distribution to the Borrower Trustee or to the holders of the Securities of each series for the payment purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Subordinated ObligationsSenior 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. In the absence of any such liquidating trustee, agent or other person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee or representative on behalf of such holder) as evidence that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness of the Company, to participate in any payment or distribution pursuant to this Section, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participation in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Agreement to Subordinate. The Borrower andNotwithstanding any other provision to the contrary in this Indenture, by its acceptance hereofthe Company covenants and agrees, and each Holder agree by accepting a Security covenants and agrees, that the indebtedness payment of the Borrower evidenced by this Noteprincipal of, whether for principal, premium (if any) and interest on any and all other amount payable Obligations under or in respect hereof and all rights connection with the Indebtedness now or claims arising out of hereafter evidenced by the Securities, the Subsidiary Guarantees, this Indenture and/or related agreements, documents or associated with such Indebtedness (the "Subordinated Obligations"), shall be junior and instruments is subordinate in right of payment payment, to the extent and in the manner provided in this Article, to the prior payment in full in cash of all Senior Indebtedness of the Company or the relevant Subsidiary Guarantor, as the case may be, whether outstanding on the Issue Date or thereafter incurred, including all Obligations of the Company and such Subsidiary Guarantor under the Senior Credit Facility. The subordination provisions set forth in this Article are for the benefit of, and shall be enforceable directly by, the holders of Senior Indebtedness. Each Holder authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate, in the sole discretion of the Trustee, to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Company as provided in this Article and appoints the Trustee as such Holder's attorney-in-fact for any and all such purposes, including, in the event of any voluntary or involuntary liquidation or dissolution of the Company, whether total or partial, or in a bankruptcy, reorganization, insolvency, receivership, dissolution, assignment for the benefit of creditors, marshalling of assets or similar proceeding relating to the Company or its property, the timely filing of a claim for the unpaid balance of such Holder's Securities in the form required in said proceeding and cause said claim to be approved. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 20 days before the expiration of the time to file such claim or claims, then the Representative is hereby authorized to have the right to file and is hereby authorized to file an appropriate claim for and on behalf of the Holders; provided, however, that any such claim filed by the Representative shall be superseded by the claim, if any, subsequently filed by the Trustee. Each Holder by accepting a Security acknowledges and agrees that the subordination provision set forth in this Article are, and are intended to be, an inducement and consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, in accordance with the provisions of this Section 4. Each and such holder of Senior Indebtedness shall be deemed conclusively to have acquired relied upon such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness in reliance upon the agreements of the Borrower Indebtedness, and the holder of this Note contained in this Section 4. The provisions of this Section 4 shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness or any representative of such holder upon the insolvency, bankruptcy or reorganization of the Borrower. Any provision of this Note to the contrary notwithstanding (other than the provision contained in Section 6), the Borrower shall not make, is made an obligee hereunder and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set off, exchange or any other manner) with respect to the Subordinated Obligations at any time when any of the Senior Indebtedness remains outstanding. Holder may receive interest payments in respect of the Subordinated Obligations in accordance with the terms of this Note except to the extent and at the times prohibited or restricted by the provisions of this Section 4. In no event shall the Holder commence any action or proceeding to contest the provisions of this Section 4 or the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the Senior Indebtedness by the Borrower. No Holder shall take, accept or receive any collateral security from the Borrower for the payment of the Subordinated Obligationsenforce directly such subordination provisions.