Common use of Subrogation Clause in Contracts

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

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

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

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

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

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

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

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

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

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

Subrogation. Subject to To the payment extent that a Claim indemnified by the Company under this Section 4.02 is in fact paid in full by the Company or an insurer under a policy of all Senior Indebtednessinsurance maintained by the Company, the Securityholders shall Company or such insurer, as the case may be, shall, without any further action, be subrogated to the rights and remedies of the holders Indemnitee on whose behalf such Claim was paid with respect to the transaction or event giving rise to such Claim. Such Indemnitee shall give such further assurances or agreements and shall cooperate with the Company or such insurer, as the case may be, to permit the Company or such insurer to pursue such rights and remedies, if any, to the extent reasonably requested by the Company. So long as no Event of Default shall have occurred and be continuing, if an Indemnitee receives any payment from any party other than the Company or its insurers, in whole or in part, with respect to any Claim paid by the Company or its insurers hereunder, it shall promptly pay over to the Company the amount received (but not an amount in excess of the amount the Company or any of its insurers has paid in respect of such Senior Indebtedness Claim). Any amount referred to receive payments or distributions of cash, property or securities of in the preceding sentence that is payable to the Company shall not be paid to the Company, applicable to such Senior Indebtedness until the principal of (and premiumor, if any) it has been previously paid directly to the Company, shall not be retained by the Company, if at the time of such payment an Event of Default shall have occurred and interest on the Debentures be continuing, but shall be paid in full. For to and held by the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders or the Loan Trustee would be entitled except as security for the provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit obligations of the holders of such Senior Indebtedness by Securityholders or Company under this Agreement, the TrusteeIndenture and the other Operative Documents, shalland, as between if the Company agrees, shall be applied against the Company, its creditors other than holders of Senior Indebtedness of the Company, 's obligations hereunder and the holders of the Debentures be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are thereunder when and are intended solely for the purposes of defining the relative rights of the holders of the Securities, on the one hand, and the holders of such Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall they become due and payable in accordance with their termsand, at such time as there shall not be continuing any such Event of Default, such amount, to the extent not previously so applied against the Company's obligations, shall be paid to the Company; provided that if any such amount has been so held by the Loan Trustee as security for more than 90 days after any such Event of Default shall have occurred, during which period (i) the Loan Trustee shall not have been limited by operation of law or is intended otherwise from exercising remedies under the Indenture and (ii) the Loan Trustee shall not have exercised any remedy available to or shall affect the relative rights it under Section 4.02 of the holders of Indenture, then such amount, to the Debentures and creditors of extent not previously so applied against the Company's payment obligations, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject be paid to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.

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

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

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

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

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

Subrogation. Subject to To the payment extent that an Expense indemnified by the Lessee under this Article 7 is in fact paid in full by the Lessee and/or an insurer under a policy of all Senior Indebtednessinsurance maintained by the Lessee, the Securityholders Lessee and/or such insurer as the case may be shall be subrogated to the extent of such payment to the rights and remedies of the Indemnitee on whose behalf such Expense was paid with respect to the transaction or event giving rise to such Expense (other than the rights and remedies in respect of insurance policies maintained by such Indemnitee and other than the rights of the holders Trust Company or the Owner Trustee and remedies against the Owner Participant under the Trust Agreement). Should an Indemnitee receive any refund, in whole or in part, with respect to any Expense paid in full by the Lessee hereunder, it shall promptly pay over the amount refunded (but not an amount in excess of the amount Lessee and/or such insurer has paid to such Indemnitee in respect of such Senior Indebtedness Expense) to receive payments the Lessee unless a Specified Default or distributions an Event of cash, property Default shall have occurred and be continuing (or securities would have occurred and be continuing if the Owner Participant had given the notice specified in Section 16(a) of the CompanyLease), applicable to in which case, provided that Lessee shall have paid such Senior Indebtedness until the principal of (and premiumIndemnitee all amounts required under this Article 7 or under any other Operative Agreement, if any) and interest on the Debentures such amounts shall be paid in full. For over to Owner Trustee to hold as security for Lessee's obligations under the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders or the Trustee would be entitled except for the provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debentures be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are and are intended solely for the purposes of defining the relative rights of the holders of the Securities, on the one hand, and the holders of such Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premiumLessee Documents or, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their termsrequested by Lessee, or is intended applied to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of satisfy such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVobligations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Subrogation. Subject to the payment in full of all Senior Indebtedness, the Securityholders Holders of the Securities and any Coupons subject to the provisions of Section 13.2 shall be subrogated (equally and ratably with the holders of all obligations of the Issuer which by their express terms are subordinated to Senior Indebtedness of the Issuer to the same extent as the Securities are subordinated and which are entitled to like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Issuer applicable to such the Senior Indebtedness until the principal of (and premium, if any) and interest on such Securities and the Debentures amounts owed pursuant to any such Coupons shall be paid in full. For ; and, for the purposes purpose of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Securityholders Holders of such Securities or any such Coupons or the Trustee on their behalf would be entitled except for the provisions of this Article XVArticle, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders of such Securities or any such Coupons or the Trustee, Trustee on their behalf shall, as between the CompanyIssuer, its creditors other than holders of Senior Indebtedness of the Company, and the holders Holders of the Debentures such Securities or any such Coupons, be deemed to be a payment or distribution by the Company Issuer to or on account of such the Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Securityholders pursuant to the subrogation provision of this Article, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Issuer to or for the account of such Securities. It is understood that the The provisions of this Article XV are and are intended solely for the purposes purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of such the Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures Securities is intended to or shall impair, as between the CompanyIssuer, its creditors other than the holders of Senior Indebtedness, and the holders Holders of the DebenturesSecurities, the obligation of the CompanyIssuer, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities the principal of (and premium, if any) and interest on the Debentures Securities and the amounts owed pursuant to any Coupons as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights against the Issuer of the holders Holders of the Debentures Securities and creditors of the Company, Issuer other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee Holder of any Security or the holder of any Debenture Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, Issuer received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company Issuer referred to in this Article XVArticle, the Trustee, subject to the provisions of Article VI of this IndentureSections 6.1 and 6.2, and the Securityholders Holders of the Securities and any Coupons shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such insolvency, bankruptcy, dissolution, winding-up, liquidation liquidation, arrangement or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Securities and of any Coupons, for the purposes purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the CompanyIssuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVArticle.

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

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

Subrogation. Subject to In the event of payment in full of all Senior Indebtednessunder this Agreement, the Securityholders Company shall be subrogated to the extent of such payment to all of the rights of recovery of the holders Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such Senior Indebtedness documents necessary to receive payments or distributions enable the Company effectively to bring suit to enforce such rights. [ALTERNATIVE PROVISION TO BE USED FOR THESE AGREEMENTS WITH DIRECTORS AFFILIATED WITH VENTURE CAPITAL FUNDS: In the event of cashany payment under this Agreement and except as set forth below in this Section 2.3, property or securities the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against [FUND] and its affiliated funds (collectively, the “Fund Indemnitors”)), who shall execute all papers required and take all action necessary to secure such rights, including, without limitation, execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by the Fund Indemnitors. The Company hereby agrees that, with respect to claims made against Indemnitee arising out of Indemnitee’s capacity as a director of the Company, applicable (i) the Company is the indemnitor of first resort relative to such Senior Indebtedness until the principal Fund Indemnitors (i.e., the Company’s obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee is secondary), (and premium, if anyii) and interest on the Debentures Company shall be required to advance the full amount of Expenses actually and reasonably incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in full. For the purposes of such subrogationsettlement, no payments or distributions in each case to the holders of such Senior Indebtedness of any cash, property or securities extent required by and subject to which the Securityholders or the Trustee would be entitled except for the provisions terms of this Article XVAgreement, without regard to any rights Indemnitee may have against the Fund Indemnitors, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as between (iii) the Company, with respect to its creditors obligations under this Agreement to advance Expenses to and indemnify Indemnitee, irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other than holders recovery of Senior Indebtedness of the Company, and the holders of the Debentures be deemed to be a any kind in respect thereof. The Company further agrees that no Expense Advance or payment or distribution by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought an Expense Advance or indemnification from the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are and are intended solely for the purposes of defining the relative rights of the holders of the Securities, on the one hand, and the holders of such Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such Expense Advance or payment to all of the rights of recovery of Indemnitee against the holders Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI terms of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVSection 2.3.]

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

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

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

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

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

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

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

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

Subrogation. Subject to the payment in full of all Senior Indebtednessand Subordinated Debt of the Company, the Securityholders rights of the Holders of the Junior Subordinated Debentures shall be subrogated to the rights of the holders of such Senior Indebtedness and Subordinated Debt to receive payments or distributions of cash, property or securities of the Company, as the case may be, applicable to such Senior Indebtedness and Subordinated Debt until the principal of (and premium, if any) and interest on the Junior Subordinated Debentures shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness and Subordinated Debt of any cash, property or securities to which the Securityholders Holders of the Junior Subordinated Debentures or the Trustee would be entitled except for the provisions of this Article XVXVI, and no payment over pursuant to the provisions of this Article XV XVI to or for the benefit of the holders of such Senior Indebtedness and Subordinated Debt by Securityholders Holders of the Junior Subordinated Debentures or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness and Subordinated Debt of the Company, and the holders Holders of the Debentures Junior Subordinated Debentures, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtednessand Subordinated Debt. It is understood that the provisions of this Article XV XVI are and are intended solely for the purposes of defining the relative rights of the holders Holders of the SecuritiesJunior Subordinated Debentures, on the one hand, and the holders of such Senior Indebtedness, and Subordinated Debt on the other hand. Nothing contained in this Article XV XVI or elsewhere in this Indenture or in the Junior Subordinated Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtednessand Subordinated Debt of the Company, and the holders Holders of the Junior Subordinated Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Junior Subordinated Debentures the principal of (and premium, if any) and interest on the Junior Subordinated Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Junior Subordinated Debentures and creditors of the Company, other than the holders of Senior Indebtednessand Subordinated Debt of the Company, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Junior Subordinated Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV XVI of the holders of such Senior Indebtedness and Subordinated Debt in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVXVI, the Trustee, subject to the provisions of Article VI of this IndentureSection 9.01, and the Securityholders Holders of the Junior Subordinated Debentures shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Junior Subordinated Debentures, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and Subordinated Debt and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVXVI.

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

Subrogation. Subject to the payment in full of all Senior Indebtedness, the Securityholders Holders of the Securities subject to the provisions of Section 13.02 shall be subrogated (equally and ratably with the holders of all obligations of the Company which by their express terms are subordinated to Senior Indebtedness of the Company to the same extent as the Securities are subordinated and which are entitled to like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such the Senior Indebtedness until the principal of (and or, premium, if any) , on and interest interest, if any, on the Debentures such Securities shall be paid in full. For ; and, for the purposes purpose of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Securityholders Holders of such Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XVArticle, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders of such Securities or the TrusteeTrustee on their behalf, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyIndebtedness, and the holders Holders of the Debentures such Securities, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Holders of the Securities pursuant to the subrogation provision of this Article, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of such Securities. It is understood that the The provisions of this Article XV are and are intended solely for the purposes purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of such the Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders Holders of the DebenturesSecurities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities the principal of (and or premium, if any) , on and interest interest, if any, on the Debentures Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights against the Company of the holders Holders of the Debentures Securities and creditors of the Company, Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee Holder of any Security or the holder of any Debenture Trustee on his or her behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVArticle, the Trustee, subject to the provisions of Article VI of this IndentureSection 6.01 and Section 6.03, and the Securityholders Holders of the Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such insolvency, bankruptcy, dissolution, winding-up, liquidation liquidation, arrangement or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Securities, for the purposes purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVArticle.

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

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

Subrogation. Subject Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the payment amount of such Senior Indebtedness then outstanding. After all Senior Indebtedness is paid in full of all Senior Indebtednessand until the Debentures are paid in full, the Securityholders Holders shall be subrogated (equally and ratably with all other indebtedness as to which the right to receive payment is pari passu with the Debentures) to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, applicable to such Senior Indebtedness until to the principal extent that payments otherwise payable to the Holders have been applied to the payment of (Senior Indebtedness, and premiumsuch payments received by any Holder of Debentures, if any) and interest on the Debentures shall be paid in full. For the purposes by reason of such subrogation, no payments of cash, securities or distributions other property which otherwise would be paid to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders or the Trustee would be entitled except for the provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the TrusteeIndebtedness, shall, as between the Company, Company and its creditors other than the holders of Senior Indebtedness Indebtedness, on the one hand, the Holders of Debentures, on the Companyother, and the holders of the Debentures be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness, and not on account of Debentures. It is understood that the provisions of this Article XV V are and are intended solely for the purposes of defining the relative rights of the holders of the SecuritiesDebentures, on the one hand, and the holders of such Senior Indebtedness, Indebtedness on the other hand. Nothing contained in this Article XV V or elsewhere in this Third Supplemental Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior IndebtednessIndebtedness of the Company, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures Holders the principal of (and premium, if any) and interest (including contingent interest) on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, as the case may be, other than the holders of Senior IndebtednessIndebtedness of the Company, as the case may be, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default Default under this Third Supplemental Indenture, subject to the rights, if any, under this Article XV V of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVV, the Trustee, subject to the provisions of Article VI 7 of this the Base Indenture, and the Securityholders holders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholdersholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.V.

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

Subrogation. Subject to To the payment extent that a Claim indemnified by the Company under this Section 4.02 is in fact paid in full by the Company or an insurer under a policy of all Senior Indebtednessinsurance maintained by the Company, the Securityholders shall Company or such insurer, as the case may be, shall, without any further action, be subrogated to the rights and remedies of the holders Indemnitee on whose behalf such Claim was paid with respect to the transaction or event giving rise to such Claim. Such Indemnitee shall give such further assurances or agreements and shall cooperate with the Company or such insurer, as the case may be, to permit the Company or such insurer to pursue such rights and remedies, if any, to the extent reasonably requested by the Company. So long as no Event of Default shall have occurred and be continuing, if an Indemnitee receives any payment from any party other than the Company or its insurers, in whole or in part, with respect to any Claim paid by the Company or its insurers hereunder, it shall promptly pay over to the Company the amount received (but not an amount in excess of the amount the Company or any of its insurers has paid in respect of such Senior Indebtedness Claim). Any amount referred to receive payments or distributions of cash, property or securities of in the preceding sentence that is payable to the Company shall not be paid to the Company, applicable to such Senior Indebtedness until the principal of (and premiumor, if any) it has been previously paid directly to the Company, shall not be retained by the Company, if at the time of such payment an Event of Default shall have occurred and interest on the Debentures be continuing, but shall be paid in full. For to and held by the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders or the Loan Trustee would be entitled except as security for the provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit obligations of the holders of such Senior Indebtedness by Securityholders or Company under this Agreement, the TrusteeIndenture and the other Operative Documents, shalland, as between if the Company agrees, shall be applied against the Company, its creditors other than holders of Senior Indebtedness of the Company, ’s obligations hereunder and the holders of the Debentures be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are thereunder when and are intended solely for the purposes of defining the relative rights of the holders of the Securities, on the one hand, and the holders of such Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall they become due and payable in accordance with their termsand, or is intended at such time as there shall not be continuing any such Event of Default, such amount, to or shall affect the relative rights of the holders of the Debentures and creditors of extent not previously so applied against the Company’s obligations, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject be paid to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, windingParticipation Agreement (American Airlines 2019-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV1 Aircraft EETC) [Reg. No.]

Subrogation. Subject (a) [Indemnification by KKR or Affiliates. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by KKR & Co. L.P. and certain of its affiliates, including FS/KKR Advisor, LLC (collectively, the “KKR Indemnitors”). The Company hereby agrees (i) that, as between the Company and the KKR Indemnitors, the Company is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the KKR Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) that the Company shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of Indemnifiable Amounts to the payment in full extent legally permitted and as required by the terms of all Senior Indebtednessthis Agreement, the Securityholders Charter and the Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the KKR Indemnitors, and (iii) that the Company irrevocably waives, relinquishes and releases the KKR Indemnitors from any and all claims against the KKR Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the KKR Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the KKR Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities Company. The Company and Indemnitee agree that the KKR Indemnitors are express third-party beneficiaries of the Company, applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders or the Trustee would be entitled except for the provisions terms of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debentures be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are and are intended solely for the purposes of defining the relative rights of the holders of the Securities, on the one hand, and the holders of such Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.Section 17(a).]1

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

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

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

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

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

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

Subrogation. Subject to the payment in full of all Senior Indebtedness, the Securityholders Holders of the Securities subject to the provisions of Section 13.02 shall be subrogated (equally and ratably with the holders of all obligations of the Company which by their express terms are subordinated to Senior Indebtedness of the Company to the same extent as the Securities are subordinated and which are entitled to like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such the Senior Indebtedness until the principal of (and or, premium, if any) , and interest interest, if any, on the Debentures such Securities shall be paid in full. For ; and, for the purposes purpose of such subrogation, no payments or distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Securityholders Holders of such Securities or the Trustee on their behalf would be entitled except for the provisions of this Article XVArticle, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders Holders of such Securities or the Trustee, Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders Holders of the Debentures such Securities, be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Holders of the Securities pursuant to the subrogation provision of this Article, which would otherwise have been paid to the holders of Senior Indebtedness, shall be deemed to be a payment by the Company to or for the account of such Securities. It is understood that the The provisions of this Article XV are and are intended solely for the purposes purpose of defining the relative rights of the holders Holders of the Securities, on the one hand, and the holders of such the Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders Holders of the DebenturesSecurities, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures Securities the principal of (and or premium, if any) , and interest interest, if any, on the Debentures Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights against the Company of the holders Holders of the Debentures Securities and creditors of the Company, Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee Holder of any Security or the holder of any Debenture Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVArticle, the Trustee, subject to the provisions of Article VI of this IndentureSection 6.01 and Section 6.03, and the Securityholders Holders of the Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such insolvency, bankruptcy, dissolution, winding-up, liquidation liquidation, arrangement or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Securities, for the purposes purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVArticle.

Subrogation. Subject to the payment in full of all Senior IndebtednessObligations of the Company, the rights of the Securityholders shall be subrogated to the rights of the holders of such Senior Indebtedness Obligations to receive payments or distributions of cash, property or securities of the Company, as the case may be, applicable to such Senior Indebtedness Obligations until the principal of (and premium, if any) and interest on the Debentures shall be Senior Obligation are paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness Obligations of any cash, property or securities to which the Securityholders or the Trustee would be entitled except for the provisions of this Article XV15, and no payment over pursuant to the provisions of this Article XV 15 to or for the benefit of the holders of such Senior Indebtedness Obligations by Securityholders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness Obligations of the Company, and the holders of the Debentures Securities, be deemed to be a payment or distribution by the Company to or on account of such Senior IndebtednessObligations. It is understood that the provisions of this Article XV 15 are and are intended solely for the purposes of defining the relative rights of the holders of the Securities, on the one hand, and the holders of such Senior Indebtedness, Obligations on the other hand. Nothing contained in this Article XV 15 or elsewhere in this Indenture or in the Debentures Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior IndebtednessObligations of the Company, and the holders of the DebenturesSecurities, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures Securities the principal of (and premium, if any) and interest on the Debentures Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures Securities and creditors of the Company, as the case may be, other than the holders of Senior IndebtednessObligations of the Company, as the case may be, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture Security from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article XV 15 of the holders of such Senior Indebtedness Obligations in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV15, the Trustee, subject to the provisions of Article VI 6 of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness Obligations and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV15.

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

Subrogation. Subject to To the payment extent that an Expense indemnified by ----------- the Lessee under this Article 7 is in fact paid in full by the Lessee and/or an insurer under a policy of all Senior Indebtednessinsurance maintained by the Lessee, the Securityholders shall Lessee and/or such insurer as the case may be shall, so long as no Specified Default or Event of Default has occurred and is continuing, be subrogated to the extent of such payment to the rights and remedies of the Indemnitee on whose behalf such Expense was paid with respect to the transaction or event giving rise to such Expense (other than the rights and remedies in respect of insurance policies maintained by such Indemnitee and other than the rights of the holders Trust Company or the Owner Trustee and remedies against the Owner Participant under the Trust Agreement). Should an Indemnitee receive any refund (except under insurance policies paid for by such Indemnitee), in whole or in part, with respect to any Expense paid in full by the Lessee hereunder, it shall promptly pay over the amount refunded (but not an amount in excess of the amount Lessee and/or such insurer has paid to such Indemnitee in respect of such Senior Indebtedness Expense) to receive payments the Lessee unless a Specified Default or distributions an Event of cash, property Default shall have occurred and be continuing (or securities would have occurred and be continuing if the Owner Participant had given the notice specified in Section 16(a) of the CompanyLease), applicable to in which case, provided that Lessee shall have paid such Senior Indebtedness until the principal of (and premiumIndemnitee all amounts required under this Article 7 or under any other Operative Agreement, if any) and interest on the Debentures such amounts shall be paid in full. For over to Owner Trustee (or, so long as the purposes of such subrogationIndenture shall not have been discharged, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities Indenture Trustee) to which hold as security for Lessee's obligations under the Securityholders or the Trustee would be entitled except for the provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debentures be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtedness. It is understood that the provisions of this Article XV are and are intended solely for the purposes of defining the relative rights of the holders of the Securities, on the one hand, and the holders of such Senior Indebtedness, on the other hand. Nothing contained in this Article XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premiumLessee Documents or, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their termsrequested by Lessee, or is intended applied to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of satisfy such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVobligations.

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

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

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

Subrogation. Subject to the payment in full in cash or other payment satisfactory to the holders of Senior Indebtedness of all Senior IndebtednessIndebtedness of the Company, the Securityholders rights of the holder of this Note shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures this Note shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness of any cash, property or securities to which the Securityholders or the Trustee holder of this Note would be entitled except for the provisions of this Article XV6, and no payment over pursuant to the provisions of this Article XV 6, to or for the benefit of the holders of such Senior Indebtedness by Securityholders or the Trusteeholder of this Note, shall, as between the Company, its creditors other than holders of its Senior Indebtedness of the CompanyIndebtedness, and the holders holder of the Debentures this Note be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the holder of this Note pursuant to the subrogation provisions of this Article 6, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of this Note. It is understood that the provisions of this Article XV 6 are and are intended solely for the purposes purpose of defining the relative rights of the holders holder of the Securitiesthis Note, on the one hand, and the holders of such Senior Indebtedness, on the other hand. Nothing contained in this Article XV 6 or elsewhere in this Indenture or in the Debentures herein is intended to or shall impair, as between the Company, its creditors other than the holders of its Senior Indebtedness, Indebtedness and the holders holder of the Debenturesthis Note, the obligation of the Company, which is absolute and unconditional, to pay to the holders holder of the Debentures this Note the principal of (and premium, if any) and interest on the Debentures in respect of this Note as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders holder of the Debentures this Note and creditors of the Company, Company other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture this Note from exercising all remedies otherwise permitted by applicable law upon default under this IndentureNote, subject to the rights, if any, under this Article XV 6 of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.

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

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

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

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

Subrogation. Subject to the payment in full in cash or Cash Equivalents of all Senior Indebtedness, the Securityholders Holders of the Notes shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company, Company applicable to such the Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures Notes shall be paid in full. For ; and, for the purposes of the such subrogation, (a) no payments or distributions to the holders of such the Senior Indebtedness of any cash, property or securities to which the Securityholders or Holders of the Trustee Notes would be entitled except for the provisions of this Article XV, 10 and no payment over pursuant to the provisions of this Article XV 10 to or for the benefit of the holders of such Senior Indebtedness by Securityholders or Holders of the Trustee, Notes shall, as between the Company, its creditors other than holders of Senior Indebtedness Indebtedness, and Holders of the CompanyNotes, and the holders of the Debentures be deemed to be a payment or distribution by the Company to or on account of such the Senior Indebtedness, and (b) no payment or distributions of cash, property or securities to or for the benefit of the Holders of the Notes pursuant to this Section 10.05, 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 XV 10 are and are intended solely for the purposes purpose of defining the relative rights of the holders Holders of the SecuritiesNotes, on the one hand, and the holders of such the Senior Indebtedness, on the other hand. Nothing contained in If any payment or distribution to which the Holders of Notes would otherwise have been entitled but for the provisions of this Article XV or elsewhere in 10 shall have been applied, pursuant to the provisions of this Indenture or in Article 10, to the Debentures is intended to or shall impair, as between payment of all amounts payable under the Company, its creditors other than the holders of Senior Indebtedness, then and the holders of the Debenturesin such case, the obligation Holders of the Company, which is absolute and unconditional, Notes shall be entitled to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture receive from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV of the holders of such Senior Indebtedness in respect of cash, property any payments or securities of the Company, distributions received upon the exercise of any by such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness in excess of the Company, the amount thereof required to make payment in full in cash or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVCash Equivalents of such Senior Indebtedness.

Subrogation. Subject to the payment in full of all Senior IndebtednessDebt, the Securityholders rights of the Holders of the Debentures shall be subrogated to the rights of the holders of such Senior Indebtedness Debt to receive payments or distributions of cash, property or securities of the Company, as the case may be, applicable to such the Senior Indebtedness Debt until the principal of (and premium, if any) , and interest (including any Additional Payments) on the Debentures shall be paid in full. For ; and, for the purposes of such subrogation, no payments or distributions to the holders of such Senior Indebtedness Debt of any cash, property or securities to which the Securityholders Holders of the Debentures or the Trustee would be entitled except for the provisions of this Article XVXII, and no payment over pursuant to the provisions of this Article XV XII to or for the benefit of the holders of such Senior Indebtedness Debt by Securityholders Holders of the Debentures or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness of the CompanyDebt, and the holders Holders of the Debentures Debentures, be deemed to be a payment or distribution by the Company to or on account of such Senior Indebtednessthe Debentures. It is understood that the provisions of this Article XV XII are and are intended solely for the purposes of defining the relative rights of the holders Holders of the SecuritiesDebentures, on the one hand, and the holders of such Senior IndebtednessDebt, on the other hand. Nothing contained in this Article XV XII or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior IndebtednessDebt, and the holders Holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders Holders of the Debentures the principal of (and premium, if any) , and interest (including any Additional Payments) on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders Holders of the Debentures and creditors of the Company, as the case may be, other than the holders of Senior IndebtednessDebt, nor shall anything herein or therein prevent the Trustee or the holder Holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XV XII of the holders of such Senior Indebtedness Debt in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article XVXII, the Trustee, subject to the provisions of Article VI of this IndentureSection 6.3, and the Securityholders Holders of the Debentures, shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-winding up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the SecurityholdersHolders of the Debentures, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness Debt and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XVXII.

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

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

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

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