Common use of Subrogation of Notes Clause in Contracts

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the Issuer, the rights of the Holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer applicable to the Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 no payment over pursuant to the provisions of this Article 15, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders of the Notes or the Trustee, shall, as between the Issuer, its creditors other than holders of Senior Indebtedness of the Issuer, and the Holders of the Notes, be deemed to be a payment by the Issuer to or on account of the Senior Indebtedness of the Issuer. It is understood that the provisions of this Article 15 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the Issuer, on the other hand. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Issuer, its creditors other than the holders of its Senior Indebtedness, and the Holders of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities Notes of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities Notes to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Article, and no payment over pursuant to the provisions of this Article 15Article, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders of the NotesHolders, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or Notes to or for the benefit of the IssuerHolders pursuant to the subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 are and are intended solely for the purpose purposes of defining the relative rights of the Holders of the NotesHolders, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 or elsewhere in this the Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders of the NotesHolders, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities Notes of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15Article, the Trustee, subject to the provisions of Section 601 of the Base Indenture, and the Holders of the Notes shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the NotesHolders, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15Article.

Subrogation of Notes. Subject to the payment in full in cash or in such other form of payment as may be acceptable to the holders of Senior Indebtedness of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 4 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (of, and premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 4, and no payment over pursuant to the provisions of this Article 154, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article 4, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 4 are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 4 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (of, and premium, if any) , and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 4 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 154, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 154.

Subrogation of Notes. Subject to After the payment in full full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Indebtedness of the IssuerDebt (and all commitments with respect to such Senior Debt have terminated or expired), the rights of the Holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article 12 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer Debt to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer Debt until the principal of (and principal, premium, if any) and , or interest on the Notes shall be paid in fullfull in cash or other payment satisfactory to the holders of Senior Debt; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer Debt of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 12, and no payment over pursuant to the provisions of this Article 1512, to or for the benefit of the holders of Senior Indebtedness of the Issuer Debt by Holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerDebt, and the Holders of the NotesHolders, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Debt; and no payments or distributions of cash, property or securities to or for the benefit of the IssuerHolders pursuant to the subrogation provisions of this Article 12, which would otherwise have been paid to the holders of Senior Debt, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 12 are and are intended solely for the purpose purposes of defining the relative rights of the Holders of the NotesHolders, on the one hand, and the holders of the Senior Indebtedness of the IssuerDebt, on the other hand. Nothing contained in this Article 15 12 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior IndebtednessDebt, and the Holders of the NotesHolders, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and ), or interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the Holder of any Note Holders from exercising all remedies otherwise permitted by applicable law upon default during the continuance of an Event of Default under this Indenture, subject to the rights, if any, under this Article 15 12 of the holders of Senior Indebtedness of the Issuer Debt in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 1512, the Trustee, subject to the provisions of Section 7.01, and the Holders of the Notes shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the NotesHolders, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness Debt and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1512.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities assets of the Issuer applicable to made on the Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Section, and no payment over pursuant to the provisions of this Article 15, Section to or for the benefit of the holders of Senior Indebtedness by holders of the Issuer by Holders of the Notes or the TrusteeNotes, shall, as between the Issuer, its creditors other than the holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer to or on account of Senior Indebtedness, and no payments or distributions to the Senior Indebtedness holders of the Issuer. It is understood that the provisions Notes of this Article 15 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notescash, on the one hand, and property or securities payable or distributable to the holders of the Senior Indebtedness to which the holders of the IssuerNotes shall become entitled pursuant to the provisions of this Section, on the other hand. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Notes is intended to or shall impairshall, as between the Issuer, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the Issuer, which is absolute and unconditional, be deemed to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of be a payment by the Issuer other than to the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders on account of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full in cash or in such other form of payment as may be acceptable to the holders of Senior Indebtedness of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (of, and premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 IV are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (of, and premium, if any) , and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15IV.

Subrogation of Notes. Subject to the payment in full in cash -------------------- or in such other form of payment as may be acceptable to the holders of Senior Indebtedness of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (of, and premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 IV are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (of, and premium, if any) , and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15IV.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article Four (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Four, and no payment over pursuant to the provisions of this Article 15Four, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article Four, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 are and Four are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 Four or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 Four of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15Four, the Trustee, subject to the provisions of Section 8.01, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15Four.

Subrogation of Notes. Subject to the payment in full -------------------- of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article [__] (equally and ratably with the holders of all indebtedness of [Quantum Corporation] which by its express terms is subordinated to other indebtedness of [Quantum Corporation] to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer [Quantum Corporation] applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 [__] and no payment over pursuant to the provisions of this Article 15, [__] to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the Issuer[Quantum Corporation], its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer [Quantum Corporation] to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article [__], which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by [Quantum Corporation] to or for the account of the Notes. It is understood that the provisions of this Article 15 [__] are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 [__] or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Issuer, among [Quantum Corporation] its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the Issuer[Quantum Corporation], which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer [Quantum Corporation] other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 [__] of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer [Quantum Corporation] received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer [Quantum Corporation] referred to in this Article 15[__], the Trustee, subject to the provisions of Section [__] [Duties and Responsibilities of Trustee], and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer[Quantum 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 15[__].

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 no payment over pursuant to the provisions of this Article 15, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders of the Notes or the Trustee, shall, as between the Issuer, its creditors other than holders of Senior Indebtedness of the Issuer, and the Holders of the Notes, be deemed to be a payment by the Issuer to or on account of the Senior Indebtedness of the Issuer. It is understood that the provisions of this Article 15 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the Issuer, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15IV.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over payments pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Notes; and no payments or distributions of cash, property or securities to or for the benefit of the holders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the IssuerNotes. It is understood that the provisions of this Article 15 IV are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising (subject to the provisions hereof) all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15IV.

Subrogation of Notes. Subject to the payment in full of all Senior Superior Indebtedness of the Issueras provided above and subject to applicable law, the rights of the Holders of the Notes shall be appropriately subrogated to the rights of the holders of Senior Superior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company to the extent applicable to the Senior Superior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Superior Indebtedness of the Issuer of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 10, and no payment over pursuant to the provisions of this Article 15, 10 to or for the benefit of the holders of Senior Superior Indebtedness of the Issuer by Holders of the Notes or the Trustee, shallNotes, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerSuperior Indebtedness, and the Holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness of the IssuerSuperior Indebtedness. It is understood that the provisions of this Article 15 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerSuperior Indebtedness, on the other hand. Nothing contained in this Article 15 10 or elsewhere in this Indenture Agreement or in the Notes is intended to or shall impair, as between the IssuerCompany, its creditors other than the holders of its Senior Superior Indebtedness, and the Holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer Company other than the holders of its Senior Superior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this IndentureAgreement, subject to the rights, if any, under this Article 15 10 of the holders Holders of Senior Superior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 1510, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Superior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1510.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the rights extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 4 (equally and ratably with the holders of all indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer applicable Company which by its express terms is pari passu to the Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in fullNotes; and, provided that for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 4, and no payment over pursuant to the provisions of this Article 154, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article 4, that would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 4 are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 4 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and premiumof, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 4 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 IV are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15IV.

Subrogation of Notes. Subject to the payment in full in cash or in such other form of payment as may be acceptable to the holders of Senior Indebtedness of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (of, and premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness of the Issuer. It is understood that the provisions of this Article 15 are Indebtedness; and are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the Issuer, on the other hand. Nothing contained in this Article 15 no payments or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Issuer, its creditors other than the holders of its Senior Indebtedness, and the Holders of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect distributions of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment to or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose benefit of ascertaining the Persons entitled to participate in such distribution, the holders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness and other indebtedness shall be deemed to be a payment by the Company to or for the account of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.the

Subrogation of Notes. Subject to the payment in full in cash or in such other form of payment as may be acceptable to the holders of Senior Indebtedness of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (of, and premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 IV are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (of, and premium, if any) , and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.a

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 4 (equally and ratably with the holders of all Indebtedness of the Company which by its express terms is subordinated to other Indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 4, and no payment over pursuant to the provisions of this Article 154, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article 4, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 are and 4 are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 4 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or or, subject to Section 7.04, the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 4 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 154, the Trustee, subject to the provisions of Section 8.01, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 154.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article Four (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Four, and no payment over pursuant to the provisions of this Article 15Four, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article Four, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 are and Four are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 Four or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 Four of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15Four, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15Four.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article [ ] (equally and ratably with the holders of all indebtedness of [Adesto Technologies Corporation] which by its express terms is subordinated to other indebtedness of [Adesto Technologies Corporation] to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer [Adesto Technologies Corporation] applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 [ ] and no payment over pursuant to the provisions of this Article 15, [ ] to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the Issuer[Adesto Technologies Corporation], its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer [Adesto Technologies Corporation] to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article [ ], which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by [Adesto Technologies Corporation] to or for the account of the Notes. It is understood that the provisions of this Article 15 [ ] are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 [ ] or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Issuer, among [Adesto Technologies Corporation] its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the Issuer[Adesto Technologies Corporation], which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer [Adesto Technologies Corporation] other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 [ ] of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer [Adesto Technologies Corporation] received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer [Adesto Technologies Corporation] referred to in this Article 15[ ], the Trustee, subject to the provisions of Section [ ] [Duties and Responsibilities of Trustee], and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer[Adesto Technologies 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 15[ ].

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article Four (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Four, and no payment over pursuant to the provisions of this Article 15Four, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article Four, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the Issuer, on the other hand. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Issuer, its creditors other than the holders of its Senior Indebtedness, and the Holders of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.Article

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 IV are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15IV.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerGuarantor, the rights of the Holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness of the Issuer Guarantor to receive payments or distributions of cash, property or securities of the Issuer Guarantor applicable to the Senior Indebtedness of the Issuer Guarantor until the principal Principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer Guarantor of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 2, and no payment over pursuant to the provisions of this Article 152, to or for the benefit of the holders of Senior Indebtedness of the Issuer Guarantor, by Holders of the Notes or the Trustee, shall, as between the IssuerGuarantor, its creditors other than holders of Senior Indebtedness of the IssuerGuarantor, and the Holders of the Notes, be deemed to be a payment by the Issuer Guarantor to or on account of the Senior Indebtedness of the IssuerGuarantor. It is understood that the provisions of this Article 15 2 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerGuarantor, on the other hand. Nothing contained in this Article 15 2 or elsewhere in this Supplemental Indenture, in the Indenture or in the Notes is intended to or shall impair, as between the IssuerGuarantor, its creditors other than the holders of its Senior IndebtednessIndebtedness of the Guarantor, and the Holders of the Notes, the obligation of the IssuerGuarantor, which is absolute and unconditional, to pay to the Holders of the Notes the principal Principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their termsthe terms of Article 1 of this Supplemental Indenture, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer Guarantor other than the holders of its the Senior IndebtednessIndebtedness of the Guarantor, nor shall anything herein or therein prevent the Trustee or the a Holder of any Note the Notes from exercising all remedies otherwise permitted by applicable law upon default under this Supplemental Indenture or the Indenture, subject to the rights, if any, under this Article 15 2 of the holders of Senior Indebtedness of the Issuer Guarantor, in respect of cash, property or securities of the Issuer Guarantor received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Guarantor referred to in this Article 152, the Trustee, subject to the provisions of Section 5.01 of the Indenture, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness of the Guarantor and other indebtedness of the IssuerGuarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 152.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price and premiuminterest, if any) and interest on , in respect of the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Four, and no payment over pursuant to the provisions of this Article 15Four, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness of the IssuerIndebtedness. It is understood that the provisions of this Article 15 Four are and are intended solely for the purpose of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 Four or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (amount at maturity, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price and premiuminterest, if any) and interest on , in respect of the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 Four of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15Four, the Trustee, subject to the provisions of Section 8.01, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15Four.

Subrogation of Notes. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness of the IssuerCompany, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness of the Company, the rights of the Holders of the Notes Noteholders shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article XI (equally and ratably with the holders of all Indebtedness of the Company that by its express terms is subordinated to Senior Indebtedness of the Company to substantially the same extent as the Notes are subordinated to the Senior Indebtedness of the Company and are entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness of the Company) to the rights of the holders of such Senior Indebtedness of the Issuer Company to receive payments or and distributions of cash, property or and securities of the Issuer applicable to the such Senior Indebtedness of the Issuer Company until the principal of (and premium, if any) any premium and interest on the Notes shall be paid in full; and, for the . For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer Company of any cash, property or securities to which the Holders of the Notes Noteholders or the Trustee would be entitled except for the provisions of this Article 15 XI, and no payment over payments made pursuant to the provisions of this Article 15, XI to or for the benefit of the holders of Senior Indebtedness of the Issuer Company by Holders of the Notes Noteholders or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerCompany, and the Holders of the NotesNoteholders, be deemed to be a payment or distribution by the Issuer Company to or on account of the Senior Indebtedness of the Issuer. It is understood that the provisions of this Article 15 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the Issuer, on the other hand. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Issuer, its creditors other than the holders of its Senior Indebtedness, and the Holders of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15Company.

Subrogation of Notes. Subject to the payment in full of all -------------------- Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article Four (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Four, and no payment over pursuant to the provisions of this Article 15Four, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article Four, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 are and Four are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 Four or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 Four of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full in -------------------- cash or in such other form of payment as may be acceptable to the holders of Senior Indebtedness of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (of, and premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 IV are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (of, and premium, if any) , and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15IV.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerObligations, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Obligations pursuant to the provisions of this Article 4 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation; provided that the Notes are senior in right of payment to the Company’s 0% Series A Convertible Senior Subordinated Notes due 2008, its 0% Series B Convertible Senior Subordinated Notes due 2010, and its 5% Convertible Subordinated Debentures due 2007) to the rights of the holders of Senior Indebtedness of the Issuer Obligations to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer Obligations until the principal of (and principal, premium, if any) , and interest Liquidated Damages, if any, on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer Obligations of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 4, and no payment over pursuant to the provisions of this Article 154, to or for the benefit of the holders of Senior Indebtedness of the Issuer Obligations by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerObligations, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Obligations; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article 4, that would otherwise have been paid to the holders of Senior Obligations shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 4 are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerObligations, on the other hand. Nothing contained in this Article 15 4 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior IndebtednessObligations, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest Liquidated Damages, if any, on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior IndebtednessObligations, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 4 of the holders of Senior Indebtedness of the Issuer Obligations in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the prior irrevocable payment in full in cash of all amounts then due (whether by acceleration of the maturity thereof or otherwise) on account of all Senior Indebtedness of at the Issuertime outstanding, the rights of the Holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness of the Issuer to receive payments Payments or distributions Distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and premiumof, if any) and or interest on on, the Notes shall be paid in full; and, for the purposes of such subrogation, no payments Payments or distributions Distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 III, and no payment over payments pursuant to the provisions of this Article 15, III to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders of the Notes or the Trustee, shall, as between the IssuerCompany, its the Company's creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness of the IssuerIndebtedness. It is understood that the provisions of this Article 15 III are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 III or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premiumof, if any) and interest on on, the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 III of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15III, the Trustee, subject to the provisions of Sections 8.1 and 8.2, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such any dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15III.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or and distributions of cash, property or securities assets of the Issuer applicable Corporation in respect of and on account of Senior Indebtedness, to the Senior Indebtedness extent of the Issuer application thereto of moneys or other assets which would have been received by the Holders but for the provisions of this Article 5, until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for . No payment or distribution of assets of the purposes of such subrogation, no payments or distributions Corporation to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to Holders which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 no payment over pursuant payable or distributable to the provisions of this Article 15, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders of the Notes or the Trustee, pursuant to this Article 5 shall, as between the IssuerCorporation, its creditors (other than the holders of Senior Indebtedness of the Issuer, Indebtedness) and the Holders of the NotesHolders, be deemed to be a payment by the Issuer Corporation to or on account of the Senior Indebtedness of the Issuer. It is Holders, it being understood that the provisions of this Article 15 are 5 are, and are intended intended, solely for the purpose of defining the relative rights of the Holders of the NotesHolders, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 5 or elsewhere in this Note Indenture or in the Notes is intended to or shall impair, as between the Issuer, Corporation and its creditors (other than the holders of its Senior Indebtedness, Indebtedness and the Holders of the NotesHolders), the obligation of the IssuerCorporation, which is absolute unconditional and unconditionalabsolute, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer Corporation other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Note Indenture, subject to the rights, if any, under this Article 15 5, of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness in cash or other payment satisfactory to the holders of the Issuersuch Senior Indebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article Four (equally and ratably with the holders of all indebtedness of the Company that by its express terms, is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Four, and no payment over pursuant to the provisions of this Article 15Four, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article Four, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 Four are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 Four or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default Event of Default under this Indenture, subject to the rights, if any, under this Article 15 Four of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15Four, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15Four.

Subrogation of Notes. Subject to the payment in full of -------------------- all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 IV are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15IV.

Subrogation of Notes. Subject to the payment in full of all Guarantor Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the rights of the holders of Guarantor Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Guarantor applicable to the Guarantor Senior Indebtedness to the extent that amounts otherwise payable to such holders of Notes or otherwise distributable in respect of the Issuer Notes to such holders of Notes pursuant to or with respect to the Guaranty shall instead have been paid to the holders of Guarantor Senior Indebtedness pursuant to this Article XVIII until all amounts due under the principal of (and premium, if any) and interest on the Notes Guaranty shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Guarantor Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled pursuant to or with respect to the Guaranty except for the provisions of this Article 15 XVIII, and no payment payments over pursuant to the provisions of this Article 15XVIII, to or for the benefit of the holders of Guarantor Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerGuarantor, its creditors other than holders of Guarantor Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Guarantor to or on account of the Guarantor Senior Indebtedness of the Issuer. It is Indebtedness; it being understood that the provisions of this Article 15 XVIII are and are intended solely for the purpose of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Guarantor Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 XVIII or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the IssuerGuarantor, its creditors other than the holders of its Guarantor Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerGuarantor, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their termsthe provisions of the Guaranty, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Guarantor other than the holders of its the Guarantor Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 XVIII of the holders of Guarantor Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Guarantor received pursuant to the Guaranty upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Guarantor referred to in this Article 15XVIII, the Trustee, subject to the provisions of the Guaranty, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Guarantor Senior Indebtedness and other indebtedness of the IssuerGuarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15XVIII.

Subrogation of Notes. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Indebtedness of the IssuerDebt, the rights of the Holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article 15 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer Debt to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer Debt until the principal of (and premium, if any) and interest on the Notes shall be paid in fullfull in cash or other payment satisfactory to the Holders of Notes; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer Debt of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 15, and no payment over pursuant to the provisions of this Article 15, to or for the benefit of the holders of Senior Indebtedness of the Issuer Debt by Holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerDebt, and the Holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Debt; and no payment or distribution of cash, property or securities to or for the benefit of the IssuerHolders of the Notes pursuant to the subrogation provisions of this Article 15, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 are and are intended solely for the purpose purposes of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerDebt, on the other hand. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior IndebtednessDebt, and the Holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premiumincluding the Fundamental Change Purchase Price, if any) applicable), interest on, and interest on the consideration due upon conversion of, the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedyDebt. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15, the Trustee, subject to the provisions of Section 6.01, and the Holders of the Notes shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness Debt and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities assets of the Issuer applicable to made on the Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Section, and no payment over pursuant to the provisions of this Article 15, Section to or for the benefit of the holders of Senior Indebtedness by holders of the Issuer by Holders of the Notes or the TrusteeNotes, shall, as between the Issuer, its creditors other than the holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer to or on account of Senior Indebtedness, and no payments or distributions to the Senior Indebtedness holders of the Issuer. It is understood that the provisions Notes of this Article 15 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notescash, on the one hand, and property or securities payable or distributable to the holders of the Senior Indebtedness to which the holders of the IssuerNotes shall become entitled pursuant to the provisions of this Section, on the other hand. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Notes is intended to or shall impairshall, as between the Issuer, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.be

Subrogation of Notes. Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness of the IssuerGuarantor, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness of the Guarantor, the rights of the Holders of the Notes Noteholders shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article XII (equally and ratably with the holders of all Indebtedness of the Guarantor that by its express terms is subordinated to Senior Indebtedness of the Guarantor to substantially the same extent as the Notes are subordinated to the Senior Indebtedness of the Guarantor and are entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness of the Issuer to receive payments or and distributions of cash, property or and securities of the Issuer applicable to the such Senior Indebtedness of the Issuer until the principal of (and premium, if any) any premium and interest on the Notes shall be paid in full; and, for the . For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer Guarantor of any cash, property or securities to which the Holders of the Notes Noteholders or the Trustee would be entitled except for the provisions of this Article 15 XII, and no payment over payments made pursuant to the provisions of this Article 15, XII to or for the benefit of the holders of Senior Indebtedness of the Issuer Guarantor by Holders of the Notes Noteholders or the Trustee, shall, as between among the IssuerGuarantor, its creditors other than holders of Senior Indebtedness of the IssuerGuarantor, and the Holders of the NotesNoteholders, be deemed to be a payment or distribution by the Issuer Guarantor to or on account of the Senior Indebtedness of the Issuer. It is understood that the provisions of this Article 15 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the Issuer, on the other hand. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Issuer, its creditors other than the holders of its Senior Indebtedness, and the Holders of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15Guarantor.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article Four (equally and ratably with the holders of all indebtedness of the Company that by its express terms, is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Four, and no payment over pursuant to the 41 50 provisions of this Article 15Four, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article Four, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 Four are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 Four or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 Four of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15Four, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to 42 51 participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15Four.

Subrogation of Notes. Subject to the payment Payment in full Full of all Senior Indebtedness and prior to the irrevocable and indefeasible repayment in full in cash of the IssuerNotes, the rights of the Holders of the Notes Holder shall be subrogated to the rights of the holders of Senior Indebtedness of Lenders to the Issuer extent that payments and distributions otherwise payable to receive payments or distributions of cash, property or securities of the Issuer applicable Holder have been applied to the Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in fullIndebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer Lenders of any cash, property or securities to which the Holders of the Notes or the Trustee Holder would be entitled except for the provisions of this Article 15 Section 9, and no payment over pursuant to the provisions of this Article 15, Section 9 to or for the benefit of the holders of Senior Indebtedness of Lenders by the Issuer by Holders of the Notes or the TrusteeHolder, shall, as between the IssuerCompany, its creditors other than holders of the Senior Indebtedness of the Issuer, Lenders and the Holders of the NotesHolder, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness of the IssuerIndebtedness. It is understood that the provisions of this Article 15 Section 9 are and are intended solely for the purpose of defining the relative rights of the Holders of the NotesHolder, on the one hand, and the holders of the Senior Indebtedness of the IssuerLenders, on the other hand. Nothing contained in this Article 15 Section 9 or elsewhere in this Indenture or in herein (except to the Notes extent contemplated by Section 10(b) hereof) is intended to or shall impair, as between the IssuerCompany, its creditors creditors, other than the holders of its Senior IndebtednessLenders, and the Holders of the NotesHolder, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders of the Notes Holder the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes Holder and creditors of the Issuer Company other than the holders of its Senior IndebtednessLenders, nor shall anything herein (except to the extent contemplated by Section 10(b) hereof) or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this IndentureNote, subject to the rights, if any, under this Article 15 Section 9 of the holders of Senior Indebtedness of the Issuer Lenders in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full in cash of all Senior Indebtedness of at the Issuertime outstanding, the rights of the Holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness of the Issuer Lenders to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer Lenders of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Eleven, and no payment over pursuant to the provisions of this Article 15, Eleven to or for the benefit of the holders of Senior Indebtedness of Lenders by the Issuer by Holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of the Senior Indebtedness of the Issuer, Lenders and the Holders of the NotesHolders, be deemed to be a payment by the Issuer Company to or on account of the such Senior Indebtedness of the IssuerIndebtedness. It is understood that the provisions of this Article 15 Eleven are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, hand and the holders of the Senior Indebtedness of the Issuer, Lenders on the other hand. Nothing contained in this Article 15 Eleven or elsewhere in this Indenture (except to the extent contemplated by Section 4.02) or in the Notes is intended to or shall impair, as between the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, Lenders and the Holders of the NotesHolders, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) , and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer Company other than the holders of its Senior IndebtednessLenders, nor shall anything herein (except to the extent contemplated by Section 4.02) or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 Eleven of the holders of Senior Indebtedness of the Issuer Lenders in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets or securities of the Issuer Company referred to in this Article 15Eleven, the Trustee, subject to the provisions of Section 5.01, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation liquidation, reorganization, assignment, marshaling or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trusteeany Custodian, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the NotesHolders, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the Senior Lenders and the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.Eleven. PRIME HOLDINGS INDENTURE

Subrogation of Notes. (A) Subject to the payment in full full, in cash or other payment satisfactory to the holders of the Designated Senior Debt, of all obligations under the Designated Senior Indebtedness of the IssuerDebt, the rights of the Holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Designated Senior Debt pursuant to the provisions of this Section 11.03 (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to the Designated Senior Debt to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of the Designated Senior Indebtedness of the Issuer Debt to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Designated Senior Indebtedness of the Issuer Debt until the principal of (and premiumaccrued and unpaid interest, if any, on, the Redemption Price or Fundamental Change Repurchase Price of, or any cash portion of the Conversion Consideration (irrespective of which Settlement Method the Company has elected) and interest on due upon conversion of, the Notes shall be paid in full, in cash or other payment satisfactory to the Holders of the Notes; and, for the purposes of such subrogation, no payments or distributions to the holders of the Designated Senior Indebtedness of the Issuer Debt of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled under this Indenture except for the provisions of this Article 15 11, and no payment over over, pursuant to the provisions of this Article 1511, to or for the benefit of the holders of the Designated Senior Indebtedness of Debt by the Issuer by Holders of the Notes or the Trustee, Trustee shall, as between the IssuerCompany, its creditors other than holders of the Designated Senior Indebtedness of the Issuer, Debt and the Holders of the NotesHolders, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness of the IssuerNotes. It is understood that the provisions of this Article 15 are and 11 are intended solely for the purpose purposes of defining the relative rights of the Holders of the NotesHolders, on the one hand, and the holders of the Designated Senior Indebtedness of the IssuerDebt, on the other hand. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Issuer, its creditors other than the holders of its Senior Indebtedness, and the Holders of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 4 (equally - and ratably with the holders of all Indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 4, and no payment over pursuant to the provisions of this Article 154, to or for the - - benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article 4, - which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 are and 4 are intended - solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 4 or elsewhere in this Indenture or - in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 4 of the holders of Senior Indebtedness of the Issuer in respect of cash, - property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article Four (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Four, and no payment over pursuant to the provisions of this Article 15Four, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article Four, which would 37 49 otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 are and Four are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 Four or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 Four of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15Four, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15Four.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerObligations, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Obligations pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer Obligations to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer Obligations until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer Obligations of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer Obligations by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerObligations, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Obligations; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Obligations shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 IV are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerObligations, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior IndebtednessObligations, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior IndebtednessObligations, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer Obligations in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or and distributions of cash, property or securities assets of the Issuer applicable Company in respect of and on account of Senior Indebtedness, to the Senior Indebtedness extent of the Issuer application thereto of moneys or other assets which would have been received by the Holders but for the provisions of this Article 5, until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for . No payment or distribution of assets of the purposes of such subrogation, no payments or distributions Company to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to Holders which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 no payment over pursuant payable or distributable to the provisions of this Article 15, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders of the Notes or the Trustee, pursuant to this Article 5 shall, as between the IssuerCompany, its creditors (other than the holders of Senior Indebtedness of the Issuer, Indebtedness) and the Holders of the NotesHolders, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness of the Issuer. It is Holders, it being understood that the provisions of this Article 15 are 5 are, and are intended intended, solely for the purpose of defining the relative rights of the Holders of the NotesHolders, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 5 or elsewhere in this Note Indenture or in the Notes is intended to or shall impair, as between the Issuer, Company and its creditors (other than the holders of its Senior Indebtedness, Indebtedness and the Holders of the NotesHolders), the obligation of the IssuerCompany, which is absolute unconditional and unconditionalabsolute, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Note Indenture, subject to the rights, if any, under this Article 15 5, of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 4 (equally and ratably with the holders of all indebtedness of the Company that by its express terms, is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest Interest and Additional Amounts, if any, on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 4, and no payment over pursuant to the provisions of this Article 154, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article 4, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 4 are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 4 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest Interest and Additional Amounts, if any, on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 4 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 154, the Trustee, subject to the provisions of this Indenture, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 154.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 13 (equally and ratably with the holders of all Indebtedness of the Company which by its express terms is subordinated to Senior Indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest Interest on the Notes shall be paid in full; and, for . For the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 13, and no payment payments over pursuant to the provisions of this Article 15, 13 to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the Issuer, and the Holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness of the Issuer. It is understood that the provisions of this Article 15 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the Issuer, on the other hand. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Issuer, its creditors other than the holders of its Senior Indebtedness, and the Holders of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full in cash -------------------- or in such other form of payment as may be acceptable to the holders of Senior Indebtedness of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 IV are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15IV.

Subrogation of Notes. Subject to the payment in full of -------------------- all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article Four (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Four, and no payment over pursuant to the provisions of this Article 15Four, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article Four, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 are and Four are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 Four or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 Four of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15Four, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15Four.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article [_](equally and ratably with the holders of all indebtedness of [Quantum Corporation] which by its express terms is subordinated to other indebtedness of [Quantum Corporation] to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer [Quantum Corporation] applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 [_] and no payment over pursuant to the provisions of this Article 15, [_] to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the Issuer[Quantum Corporation], its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer [Quantum Corporation] to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article [_], which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by [Quantum Corporation] to or for the account of the Notes. It is understood that the provisions of this Article 15 [_] are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 [_] or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Issueramong [Quantum Corporation], its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the Issuer[Quantum Corporation], which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer [Quantum Corporation] other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 [_] of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer [Quantum Corporation] received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer [Quantum Corporation] referred to in this Article 15[_], the Trustee, subject to the provisions of Section [_] [Duties and Responsibilities of Trustee], and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer[Quantum 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 15[_].

Subrogation of Notes. Subject to the payment in full of -------------------- all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article [__] (equally and ratably with the holders of all indebtedness of [Quantum Corporation] which by its express terms is subordinated to other indebtedness of [Quantum Corporation] to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer [Quantum Corporation] applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 [__] and no payment over pursuant to the provisions of this Article 15, [__] to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the Issuer[Quantum Corporation], its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer [Quantum Corporation] to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article [__], which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by [Quantum Corporation] to or for the account of the Notes. It is understood that the provisions of this Article 15 [__] are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 [__] or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Issuer, among [Quantum Corporation] its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the Issuer[Quantum Corporation], which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer [Quantum Corporation] other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 [__] of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer [Quantum Corporation] received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer [Quantum Corporation] referred to in this Article 15[__], the Trustee, subject to the provisions of Section [__] [Duties and Responsibilities of Trustee], and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer[Quantum 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 15[__].

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 IV are and are intended solely for the purpose of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation liquidation, insolvency, receivership or reorganization proceedings or any similar proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15IV.

Subrogation of Notes. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 7 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (of, and premium, if any) , the cash portion of the conversion obligation, if any, and interest on on, the Notes shall be paid in full, in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 7, and no payment over over, pursuant to the provisions of this Article 157, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders of the Notes or the Trustee, Trustee shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the Issuer, and the Holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the IssuerHolders of the Notes pursuant to the subrogation provisions of this Article 7, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 7 are and are intended solely for the purpose purposes of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 7 or elsewhere in this First Supplemental Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, Indebtedness and the Holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (of, and premium, if any) , the cash portion of the conversion obligation, if any, and any interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this First Supplemental Indenture, subject to the rights, if any, under this Article 15 7 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 157, the Trustee, Trustee and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 157.

Subrogation of Notes. Subject to the payment in full of all Guarantor Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Guarantor Senior Indebtedness pursuant to the provisions of this Article XVII (equally and ratably with the holders of all indebtedness of the Guarantor which by its express terms is subordinated to other indebtedness of the Guarantor to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Guarantor Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Guarantor applicable to the Guarantor Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Guarantor Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 XVII, and no payment over pursuant to the provisions of this Article 15XVII, to or for the benefit of the holders of Guarantor Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerGuarantor, its creditors other than holders of Guarantor Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Guarantor to or on account of the Guarantor Senior Indebtedness Indebtedness; and no payments or distributions of the Issuer. It is understood that the provisions of this Article 15 are and are intended solely cash, property or securities to or for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the Issuer, on the other hand. Nothing contained in this Article 15 XVII or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerGuarantor, its creditors other than the holders of its Guarantor Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerGuarantor, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Guarantor other than the holders of its the Guarantor Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 XVII of the holders of Guarantor Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Guarantor received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Guarantor referred to in this Article 15XVII, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Guarantor Senior Indebtedness and other indebtedness of the IssuerGuarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15XVII.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerDebt, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article 4 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer Debt to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer Debt until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer Debt of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 4, and no payment over pursuant to the provisions of this Article 154, to or for the benefit of the holders of Senior Indebtedness of the Issuer Debt by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerDebt, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Debt, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article 4, which would otherwise have been paid to the holders of Senior Debt, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 4 are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerDebt, on the other hand. Nothing contained in this Article 15 4 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior IndebtednessDebt, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 4 of the holders of Senior Indebtedness of the Issuer Debt in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 154, the Trustee, subject to the provisions of Section 8.01, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness Debt and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 154.

Subrogation of Notes. (a) Subject to the payment in full in cash of all Secured Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders of the Notes shall be subrogated subrogated, to the extent of the payments or distributions made to the holders of such Secured Senior Indebtedness pursuant to the provisions of this Article 6 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation), to the rights of the holders of Secured Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Secured Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for full in cash. For the purposes of such subrogation, no payments or distributions to the holders of the Secured Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders of the Notes or Notes, the Trustee or any Agent would be entitled except for the provisions of this Article 15 6, and no payment over pursuant to the provisions of this Article 156, to or for the benefit of the holders of Secured Senior Indebtedness of the Issuer by Holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Secured Senior Indebtedness of the IssuerIndebtedness, and the Holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Secured Senior Indebtedness Indebtedness. No payments or distributions of the Issuer. It is understood that the provisions of this Article 15 are and are intended solely cash, property or securities to or for the purpose of defining the relative rights benefit of the Holders of the Notes, on pursuant to the one handsubrogation provisions of this Article 6, and which would otherwise have been paid to the holders of the Secured Senior Indebtedness of shall be deemed to be a payment by the Issuer, on the other hand. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Notes is intended Company to or shall impair, as between for the Issuer, its creditors other than the holders of its Senior Indebtedness, and the Holders account of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company that by its express terms, is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (of, interest and premiumMake-Whole Payment, if any) and interest , on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders of the Notes or the Trustee, shall, as between the Issuer, its creditors other than holders of Senior Indebtedness of the Issuer, and the Holders of the Notes, be deemed to be a payment by the Issuer to or on account of the Senior Indebtedness of the Issuer. It is understood that the provisions of this Article 15 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the Issuer, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (of, interest and premiumMake-Whole Payment, if any) and interest , on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15IV.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article Four (equally and ratably with the holders of all indebtedness of the Company that by its express terms, is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Four, and no payment over pursuant to the provisions of this Article 15Four, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article Four, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 Four are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Issuer, its creditors other than the holders of its Senior Indebtedness, and the Holders of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 IV are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.the

Subrogation of Notes. Subject to the payment in full of all -------------------- Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article Four (equally and ratably with the holders of all indebtedness of the Company that by its express terms, is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Four, and no payment over pursuant to the provisions of this Article 15Four, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article Four, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 Four are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 Four or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 Four of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15Four, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15Four.

Subrogation of Notes. Subject to the payment in full of all Guarantor Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Guarantor Senior Indebtedness pursuant to the provisions of this Article XVII (equally and ratably with the holders of all indebtedness of the Guarantor which by its express terms is subordinated to other indebtedness of the Guarantor to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Guarantor Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Guarantor applicable to the Guarantor Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Guarantor Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 XVII, and no payment over pursuant to the provisions of this Article 15XVII, to or for the benefit of the holders of Guarantor Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerGuarantor, its creditors other than holders of Guarantor Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Guarantor to or on account of the Guarantor Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the holders of the Notes pursuant to the subrogation provisions of this Article XVII, which would otherwise have been paid to the holders of Guarantor Senior Indebtedness shall be deemed to be a payment by the Guarantor to or for the account of the IssuerNotes. It is understood that the provisions of this Article 15 XVII are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Guarantor Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 XVII or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerGuarantor, its creditors other than the holders of its Guarantor Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerGuarantor, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Guarantor other than the holders of its the Guarantor Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 XVII of the holders of Guarantor Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Guarantor received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Guarantor referred to in this Article 15XVII, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Guarantor Senior Indebtedness and other indebtedness of the IssuerGuarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15XVII.

Subrogation of Notes. Subject to the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness, of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article XII (equally and ratably with the holders of all Indebtedness of the Company which by its express terms is subordinated to other Indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property property, securities or securities other assets of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (principal, interest and premiumLiquidated Damages, if any) and interest , on the Notes shall be paid in fullfull in cash or other payment satisfactory to the holders of the Notes; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 XII, and no payment over pursuant to the provisions of this Article 15XII, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property, securities or other assets to or for the benefit of the IssuerHolders of the Notes pursuant to the subrogation provisions of this Article XII, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 XII are and are intended solely for the purpose purposes of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 XII or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its their creditors other than the holders of its Senior Indebtedness, and the Holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (of, interest and premiumLiquidated Damages, if any) and interest , on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note Security from exercising all remedies otherwise permitted by applicable law upon default Default under this Indenture, subject to the rights, if any, under this Article 15 XII of the holders of Senior Indebtedness of the Issuer in respect of cash, property property, securities or securities other assets of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15XII, the Trustee, subject to the provisions of Section 11.1, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness Indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15XII.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerObligations, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Obligations pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation; provided that the Notes are senior in right of payment to the Company’s 5.75% Convertible Subordinated Notes due 2006 and its 5% Convertible Subordinated Debentures due 2007) to the rights of the holders of Senior Indebtedness of the Issuer Obligations to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer Obligations until the principal of (and principal, premium, if any) , and interest Liquidated Damages, if any, on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer Obligations of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer Obligations by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerObligations, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Obligations; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article IV, that would otherwise have been paid to the holders of Senior Obligations shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 IV are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerObligations, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior IndebtednessObligations, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest Liquidated Damages, if any, on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior IndebtednessObligations, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer Obligations in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full in cash of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 16 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest on the Notes shall be paid in fullfull in cash; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 16, and no payment over pursuant to the provisions of this Article 1516, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the IssuerHolders of the Notes pursuant to the subrogation provisions of this Article 16, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 16 are and are intended solely for the purpose purposes of defining the relative rights of the Holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 16 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 16 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 1516, the Trustee, subject to the provisions of Section 8.01, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders of the NotesSecurities, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1516.

Subrogation of Notes. Subject to After the payment in full full, in cash or other payment satisfactory to the holders of Senior Indebtedness of all Senior Indebtedness of the Issuer(and all commitments with respect to such Senior Indebtedness have terminated or expired), the rights of the Holders of the Notes Noteholders shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 15 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest Interest on the Notes shall be paid in fullfull in cash or other payment satisfactory to the holders of Senior Indebtedness; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders of the Notes Noteholders or the Trustee would be entitled except for the provisions of this Article 15 15, and no payment over pursuant to the provisions of this Article 15, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders of the Notes Noteholders or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders of the NotesNoteholders, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the IssuerNoteholders pursuant to the subrogation provisions of this Article 15, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 are and are intended solely for the purpose purposes of defining the relative rights of the Holders of the NotesNoteholders, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders of the NotesNoteholders, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders of the Notes Noteholders the principal of (and premium, if any) and interest Interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes Noteholders and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note Noteholders from exercising all remedies otherwise permitted by applicable law upon default Default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15, the Trustee, subject to the provisions of Section 7.01, and the Holders of the Notes Noteholders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the NotesNoteholders, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article 4 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 4 and no payment over pursuant to the provisions of this Article 15, 4 to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article 4 which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 are and 4 are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 4 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 4 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 154, the Trustee, subject to the provisions of Section 8.01 hereof, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 154.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 IV are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15IV.

Subrogation of Notes. (a) Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company or any Guarantor applicable to the Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the such Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders of the Notes or any Guarantor or the Trustee on their behalf would be entitled except for the provisions of this Article 15 Ten, and no payment over pursuant to the provisions of this Article 15, Ten to or for the benefit of the holders of such Senior Indebtedness of the Issuer by Holders of the Notes or the Trustee, Trustee on their behalf shall, as between the IssuerCompany or any Guarantor, as the case may be, its creditors other than holders of Senior Indebtedness of the Issuer, and the Holders of the NotesHolders, be deemed to be a payment by the Issuer Company or such Guarantor to or on account of such Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Securityholders pursuant to the subrogation provision of this Article Ten, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company or any Guarantor to or for the account of the IssuerNotes. It is understood that the provisions of this Article 15 are Ten is and are is intended solely for the purpose of defining the relative rights of the Holders of the NotesHolders, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. (b) Nothing contained in this Article 15 Ten or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the IssuerCompany or a Guarantor, its on the one hand, and their creditors (other than the holders of its Senior Indebtedness), and the Holders of the NotesHolders, the obligation of the IssuerCompany or such Guarantors, which is absolute and unconditional, on the other, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer Company or such Guarantors, as the case may be, other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent a Holder or the Trustee or the Holder of any Note on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 Ten of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company or any Guarantor received upon the exercise of any such remedy. (c) Upon any payment or distribution of assets of the Issuer any Obligor referred to in this Article 15Ten, the Trustee, subject to Sections 7.01 and 7.02, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation liquidation, arrangement or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the NotesHolders, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuersuch Obligor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15Ten. SECTION 10.04.

Subrogation of Notes. (a) Subject to the payment in full full, in cash or other payment satisfactory to the holders of the RIPA Debt, of all Senior Indebtedness of obligations under the IssuerRIPA Debt, the rights of the Holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such RIPA Debt pursuant to the provisions of this Section 13.03 (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to the RIPA Debt to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer RIPA Debt to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer RIPA Debt until the principal of (and premiumaccrued and unpaid interest, if any, on, the Redemption Price or Fundamental Change Repurchase Price of, or any cash portion of the Conversion Obligation (if the Company has elected Cash Settlement or Combination Settlement) and interest on (excluding cash payable in lieu of delivering fractional shares of Common Stock) due upon conversion of, the Notes shall be paid in full, in cash or other payment satisfactory to the holders of the Notes; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer RIPA Debt of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled under this Indenture except for the provisions of this Article 15 ‎Article 13, and no payment over over, pursuant to the provisions of this Article 15‎Article 13, to or for the benefit of the holders of Senior Indebtedness of the Issuer RIPA Debt by the Holders of the Notes or the Trustee, Trustee shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the Issuer, RIPA Debt and the Holders of the NotesHolders, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness of the IssuerNotes. It is understood that the provisions of this Article 15 ‎Article 13 are and are intended solely for the purpose purposes of defining the relative rights of the Holders of the NotesHolders, on the one hand, and the holders of the Senior Indebtedness of the IssuerRIPA Debt, on the other hand. Nothing contained in this Article 15 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Issuer, its creditors other than the holders of its Senior Indebtedness, and the Holders of the Notes, the obligation of the Issuer, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full in cash or other payment satisfactory to the holders of all Senior Indebtedness Debt of the IssuerCompany, the rights of the Holders of the Notes shall be subrogated to the rights of the holders of such Senior Indebtedness of the Issuer Debt to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the such Senior Indebtedness of the Issuer Debt until the principal Principal Amount, Issue Price, accrued Original Issue Discount, redemption price, Change of (Control Payment and premiuminterest, if any) and interest on , in respect of the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the such Senior Indebtedness of the Issuer Debt of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 10, and no payment over pursuant to the provisions of this Article 1510, to or for the benefit of the holders of such Senior Indebtedness of the Issuer Debt by Holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of its Senior Indebtedness of the IssuerDebt, and the Holders of the Notes, Notes be deemed to be a payment by the Issuer Company to or on account of its Senior Debt, and no payments or distributions of cash, property or securities to or for the Senior Indebtedness benefit of the IssuerHolders pursuant to the subrogation provisions of this Article 10, which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the NotesHolders, on the one hand, and the holders of the Senior Indebtedness of the IssuerDebt, on the other hand. Nothing contained in this Article 15 10 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, Debt and the Holders of the NotesHolders, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders the Principal Amount, Issue Price, accrued Original Issue Discount, redemption price, Change of the Notes the principal of (Control Payment and premiuminterest, if any) and interest on , in respect of the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes holders and creditors of the Issuer Company other than the holders of its the Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the any Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenturean Event of Default, subject to the terms of the Senior Credit Agreement and the Security Agreements and the rights, if any, under this Article 15 10 of the holders of Senior Indebtedness of the Issuer Debt in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 1510, the Trustee, subject to the provisions of Section 7.01 hereof, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or Trustee, to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness Debt and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1510.

Subrogation of Notes. Subject to the payment in full in cash or Cash Equivalents of all Senior Indebtedness of the Issuerand Senior Subordinated Indebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior and Senior Subordinated Indebtedness pursuant to the provisions of this Article 4 (equally and ratably with the holders of all Indebtedness of the Company which by its express terms pari passu to the Notes) to the rights of the holders of Senior and Senior Subordinated Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior and Senior Subordinated Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest Interest on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior and Senior Subordinated Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 4, and no payment over pursuant to the provisions of this Article 154, to or for the benefit of the holders of Senior and Senior Subordinated Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the Issuerand Senior Subordinated Indebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness and Senior Subordinated Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article 4, which would otherwise have been paid to the holders of Senior and Senior Subordinated Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 are and 4 are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the such Senior Indebtedness of the Issuerand Senior Subordinated Indebtedness, on the other hand. Nothing contained in this Article 15 4 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior and Senior Subordinated Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest Interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior and Senior Subordinated Indebtedness, nor shall anything herein or therein prevent the Trustee or or, subject to Section 7.04, the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default Default under this Indenture, subject to the rights, if any, under this Article 15 4 of the holders of Senior and Senior Subordinated Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article Four (equally and ratably with the holders of all indebtedness of the Company that by its express terms, is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and principal, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes shall be paid in full; , and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 Four, and no payment over pursuant to the provisions of this Article 15Four, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between among the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness, and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article Four, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 Four are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 Four or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (and of, premium, if any) , and interest (including Liquidated Damages, if any) on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 Four of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15Four, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15Four.

Subrogation of Notes. Subject to After the payment in full full, in cash or other payment satisfactory to the holders of First Lien Secured Debt of all Senior Indebtedness of the IssuerFirst Lien Secured Debt (and all commitments with respect to such First Lien Secured Debt have terminated or expired), the rights of the Holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such First Lien Secured Debt pursuant to the provisions of this Article 12 (equally and ratably with the holders of all indebtedness of the Issuer or any Guarantor which by its express terms is subordinated to other indebtedness of the Issuer or such Guarantor to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer First Lien Secured Debt to receive payments or distributions of cash, property or securities of the Issuer or such Guarantor applicable to the Senior Indebtedness of the Issuer First Lien Secured Debt until the principal of (and principal, premium, if any) and , interest or Additional Amounts, if any, on the Notes shall be paid in fullfull in cash or other payment satisfactory to the holders of First Lien Secured Debt; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer First Lien Secured Debt of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 12, and no payment over pursuant to the provisions of this Article 1512, to or for the benefit of the holders of Senior Indebtedness of the Issuer First Lien Secured Debt by Holders of the Notes or the Trustee, shall, as between the IssuerIssuer or any Guarantor, its creditors other than holders of Senior Indebtedness of the IssuerFirst Lien Secured Debt, and the Holders of the NotesHolders, be deemed to be a payment by the Issuer or such Guarantor to or on account of the Senior Indebtedness First Lien Secured Debt; and no payments or distributions of cash, property or securities to or for the benefit of the IssuerHolders pursuant to the subrogation provisions of this Article 12, which would otherwise have been paid to the holders of First Lien Secured Debt shall be deemed to be a payment by the Issuer or any Guarantor to or for the account of the Notes. It is understood that the provisions of this Article 15 12 are and are intended solely for the purpose purposes of defining the relative rights of the Holders of the NotesHolders, on the one hand, and the holders of the Senior Indebtedness of the IssuerFirst Lien Secured Debt, on the other hand. Nothing contained in this Article 15 12 or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerIssuer or any Guarantor, its creditors other than the holders of its Senior IndebtednessFirst Lien Secured Debt, and the Holders of the NotesHolders, the obligation of the IssuerIssuer and each Guarantor, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) ), interest and interest Additional Amounts, if any, on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer and each Guarantor other than the holders of its Senior Indebtednessthe First Lien Secured Debt, nor shall anything herein or therein prevent the Trustee or the Holder of any Note Holders from exercising all remedies otherwise permitted by applicable law upon default Default under this Indenture, subject to the rights, if any, under this Article 15 12 of the holders of Senior Indebtedness of the Issuer First Lien Secured Debt in respect of cash, property or securities of the Issuer or any Guarantor received upon the exercise of any such remedy. 105 Upon any payment or distribution of assets of the Issuer or any Guarantor referred to in this Article 1512, the Trustee, subject to the provisions of Section 7.01, and the Holders of the Notes shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the NotesHolders, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness First Lien Secured Debt and other indebtedness of the IssuerIssuer or any Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 1512.

Subrogation of Notes. Subject to the payment in full in cash or in such other form of payment as may be acceptable to the holders of Senior Indebtedness of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (of, and premium, if any) , and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 are and IV are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders holders of the Notes the principal of (of, and premium, if any) , and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders holders of the Notes and creditors of the Issuer Company other than the holders of its the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 IV of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15IV.

Subrogation of Notes. Subject to the payment in full of all Senior Indebtedness of the IssuerIndebtedness, the rights of the Holders holders of the Notes shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article IV (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer Company applicable to the Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer of any cash, property or securities to which the Holders holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 IV, and no payment over pursuant to the provisions of this Article 15IV, to or for the benefit of the holders of Senior Indebtedness of the Issuer by Holders holders of the Notes or the Trustee, shall, as between the IssuerCompany, its creditors other than holders of Senior Indebtedness of the IssuerIndebtedness, and the Holders holders of the Notes, be deemed to be a payment by the Issuer Company to or on account of the Senior Indebtedness Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Issuerholders of the Notes pursuant to the subrogation provisions of this Article IV, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article 15 IV are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of the Notes, on the one hand, and the holders of the Senior Indebtedness of the IssuerIndebtedness, on the other hand. Nothing contained in this Article 15 IV or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between among the IssuerCompany, its creditors other than the holders of its Senior Indebtedness, and the Holders holders of the Notes, the obligation of the IssuerCompany, which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer Company referred to in this Article 15IV, the Trustee, subject to the provisions of Section 8.1, and the Holders holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, delivered to the Trustee or to the Holders holders of the Notes, for the purpose of ascertaining the Persons persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the IssuerCompany, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15IV.

Subrogation of Notes. Subject to the payment in full in cash of all Senior Indebtedness of the IssuerParent, the rights of the Holders of the Notes Significant Stockholders shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness of Parent pursuant to the provisions of this Article 7 to the rights of the holders of Senior Indebtedness of the Issuer Parent to receive payments or distributions of cash, property or securities of the Issuer Parent applicable to the Senior Indebtedness of the Issuer Parent until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of the Issuer Parent of any cash, property or securities to which the Holders of the Notes Significant Stockholders or the Trustee Co-Agents would be entitled except for the provisions provision of this Article 15 7, and no payment over pursuant to the provisions of this Article 157, to or for the benefit of the holders of Senior Indebtedness of Parent by the Issuer by Holders of the Notes Significant Stockholders or the TrusteeCo-Agents, shall, as between the IssuerParent, its creditors other than holders of Senior Indebtedness of the IssuerParent, and the Holders of the NotesSignificant Stockholders, be deemed to be a payment by the Issuer Parent to or on account of the Senior Indebtedness of the IssuerParent. It is understood that the provisions of this Article 15 7 are and are intended solely for the purpose purposes of defining the relative rights of the Holders of the NotesSignificant Stockholders, on the one hand, and the holders of the Senior Indebtedness of the Issuer, Parent on the other hand. Nothing contained in this Article 15 7 or elsewhere in this Indenture Agreement or in the Notes is intended to or shall impair, as between the Issueramong Parent, its creditors other than the holders of its Senior IndebtednessIndebtedness of Parent, and the Holders of the NotesSignificant Stockholders, the obligation of Parent (and the IssuerCompany), which is absolute and unconditional, unconditional to pay to the Holders of the Notes Significant Stockholders the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes Significant Stockholders and creditors of the Issuer Parent other than the holders of its the Senior IndebtednessIndebtedness of Parent, nor shall anything herein or therein prevent the Trustee Co-Agents or the Holder of any Note Significant Stockholder from exercising all remedies rights otherwise permitted by applicable law upon default under this IndentureAgreement or the Notes, subject to the rights, if any, under this Article 15 7 of the holders of Senior Indebtedness of the Issuer Parent in respect of cash, property or securities of Parent (other than the Issuer Pledged Collateral and the proceeds of any foreclosure thereon) received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15.