Common use of Provisions Solely to Define Relative Rights Clause in Contracts

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 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 the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of Convertible Debentures on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Convertible Debentures is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesConvertible Debentures, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 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 the Junior Subordinated Notes Convertible Debentures the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Convertible Debentures as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Convertible Debentures and creditors of the Company Company, as the case may be, other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Convertible Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article 10 or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness Debt, and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior IndebtednessDebt; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights of the holders of the Designated Senior Debt under Section 6.02 hereof and subject to the rights, if any, under this Article 10 of the holders of Senior Indebtedness Debt (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Company referred to receive in Section 10.02 hereof, or in any other applicable circumstances described in Section 10.02 to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions and in the applicable circumstances specified in Section 130310.03, to prevent any payment or distribution prohibited by such Section or enforce their rights pursuant to Section 10.03(c) hereof. The failure to make a payment on account of principal of, premium, if any, or interest on the penultimate paragraph in Section 1303Securities by reason of any provision of this Article 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness (and, in the case of Section 1415, Entitled Persons in respect of Other Financial Obligations) on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and other than Entitled Persons in respect of Other Financial Obligations and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior IndebtednessIndebtedness and Entitled Persons in respect of Other Financial Obligations, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior IndebtednessIndebtedness and Entitled Persons in respect of Other Financial Obligations; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness and under Section 1415 of Entitled Persons in respect of Other Financial Obligations, to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article 13 are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities or Coupons, on the one hand hand, and the holders of Senior Indebtedness Indebtedness, on the other hand. Nothing contained in this Article 13 or elsewhere in this Indenture or in the Junior Subordinated Notes Securities or Coupons is intended to or shall shall (a) impair, as among between the Company, its creditors other than holders of Senior Indebtedness Issuer and the Holders of the Junior Subordinated NotesSecurities or Coupons, the obligation of the CompanyIssuer, which is absolute and unconditional (unconditional, to pay to the Holders of the Securities or Coupons the principal of and interest on the Securities or Coupons as and when the same shall become due and payable in accordance with the terms of the Securities and this Indenture and which, subject to the rights under this Article 13 of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)Issuer, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or or (b) affect the relative rights against the Company Issuer of the Holders of the Junior Subordinated Notes Securities or Coupons and creditors of the Company Issuer other than the holders of Senior Indebtedness; or , or (c) prevent the Trustee or the Holder of any Junior Subordinated Note 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 13 of the holders of Senior Indebtedness to receive cash, property and or securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article IX are and are intended solely for the purpose of defining the relative rights of the Holders of Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article IX or elsewhere in this Indenture Indenture, any indenture supplemental hereto or in the Junior Subordinated Notes Securities issued hereunder is intended to or shall (a) impair, as among the Company, its creditors (other than holders of Senior Indebtedness Indebtedness) and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest) on on, and all other amounts payable with respect to, the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their respective terms; or , (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company (other than the holders of Senior Indebtedness; or ), (c) prevent the Trustee or the Holder of any Junior Subordinated Note Securities from exercising all remedies otherwise permitted by applicable law upon default a Default or Event of Default under this Indenture, subject to the rightsrights under the provisions of Section 9.02, if any, under this Article Section 9.03 and Section 9.04 hereof of the holders of Senior Indebtedness to receive cash, property and or securities otherwise payable or deliverable to the Trustee Holders of Securities or such Holder or(d) restrict or otherwise impair the right of the Holders of Securities to, under in accordance with the conditions specified in Section 1303terms of this Indenture, declare the Securities of any series to prevent any payment prohibited by such Section or enforce be due and payable prior to their rights pursuant to respective stated maturity upon the penultimate paragraph in Section 1303occurrence of an Event of Default.

Provisions Solely to Define Relative Rights. The provisions of this Article 12 are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article 12 or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness Debt and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including on or Additional Interest) , if any, on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior IndebtednessDebt; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article 12 of the holders of Senior Indebtedness Debt (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Company referred to receive in Section 12.02 hereof, to receive, pursuant to and in accordance with such Section, cash, property Property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130312.03, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 12.03(c) hereof. The failure to make a payment on account of principal of, premium, if any, or interest on or Additional Interest, if any, on the penultimate paragraph in Section 1303Securities by reason of any provision of this Article 12 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this First Supplemental Indenture or in the Junior Subordinated Notes Debentures is intended to or shall (a) impair, as among the Company, its creditors (other than holders of Senior Indebtedness Indebtedness) and the Holders of the Junior Subordinated NotesDebentures, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 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 the Junior Subordinated Notes Debentures the principal of, premium, if any, of and interest (including Additional Interest) on the Junior Subordinated Notes Debentures as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Debentures and creditors of the Company Company, other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Debenture from exercising all remedies otherwise permitted by applicable law upon default under this First Supplemental Indenture or the Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 13034.3, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 13034.3.

Provisions Solely to Define Relative Rights. The provisions of this Article Seventeen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article Seventeen or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article Seventeen of the holders of Senior Indebtedness, is intended to rank equally with all other general unsecured obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Seventeen of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness (and, in the case of Section 14.15, Entitled Persons in respect of Other Financial Obligations) on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and other than Entitled Persons in respect of Other Financial Obligations and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior IndebtednessIndebtedness and Entitled Persons in respect of Other Financial Obligations, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior IndebtednessIndebtedness and Entitled Persons in respect of Other Financial Obligations; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness and under Section 14.15 of Entitled Persons in respect of Other Financial Obligations, to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained herein or in this Article or elsewhere in this the Indenture or in the Junior Subordinated Notes is intended to or shall (ai) impair, as among the CompanyMulticare, its creditors other than holders of Guarantor Senior Indebtedness and the Holders of the Junior Subordinated NotesHolders, the obligation of the CompanyMulticare, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Notes under this Multicare Senior Subordinated Notes as and when the same shall become due and payable Guaranty in accordance with their its terms; or (bii) affect the relative rights against the Company Multicare of the Holders of the Junior Subordinated Notes and creditors of the Company Multicare other than their rights in relation to the holders of Guarantor Senior Indebtedness; or (ciii) prevent the Trustee or the any Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default Default under this the Indenture, subject to the rights, if any, under this Article of the holders of Guarantor Senior Indebtedness to receive distributions and payments otherwise payable to Holders (A) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of Multicare referred to in Section 3.02 of this Supplemental Indenture, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (B) under the conditions specified in Section 13033.03 of this Supplemental Indenture, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 13033.03(c) of this Supplemental Indenture.

Provisions Solely to Define Relative Rights. The provisions of this Article Agreement are and are intended solely for the purpose of defining the relative rights of the Holders First-Priority Lien Obligations Secured Parties and the Second-Priority Lien Obligations Secured Parties in relation to one another. None of the Company, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Section 2.05, 2.06, 2.10, 2.11 and Article V) is intended to or will amend, waive or otherwise modify the provisions of the Notes Facility, the RBL Facility, any Other First-Priority Lien Obligations Credit Documents or any Other Second-Priority Lien Obligations Credit Documents), and none of the Company, or any other Grantor may rely on the one hand terms hereof (other than Sections 2.05, 2.06, 2.10, 2.11 and the holders of Senior Indebtedness on the other handArticle V). Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Agreement is intended to or shall (a) impair, as among impair the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)Company or any other Grantor, which are absolute and unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Obligations as and when the same shall become due and payable in accordance with their terms; . Notwithstanding anything to the contrary herein or (b) affect in any RBL Facility Document, any Notes Facility Document, any Other First-Priority Lien Obligations Document or any Other Second-Priority Lien Obligations Document, the relative rights against Grantors shall not be required to act or refrain from acting pursuant to this Agreement, any Notes Facility Document, or any Other Second-Priority Lien Obligations Document, as the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of case may be, with respect to any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon Common Collateral in any manner that would cause a default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable any RBL Facility Document or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Other First-Priority Lien Obligations Document.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 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 the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional InterestSums) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 13031203, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 13031203.

Provisions Solely to Define Relative Rights. The provisions of this Article Twelve are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Issuer Senior Indebtedness on the other hand. Nothing contained in this Article Twelve or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the CompanyIssuer, its creditors other than holders of Issuer Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the CompanyIssuer, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of and premium, if any, and interest (including Additional Interest) interest, if any, on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Issuer of the Holders of the Junior Subordinated Notes Securities and creditors of the Company Issuer other than the holders of Issuer Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Twelve of the holders of Issuer Senior Indebtedness (1) in any liquidation of the Issuer, whether voluntary or involuntary, or bankruptcy, insolvency, reorganization, receivership, or similar proceeding relating to receive the Issuer as referred to in Section 12.2, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130312.3, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Section.

Provisions Solely to Define Relative Rights. The provisions of this Article Seventeen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities or Coupons, on the one hand hand, and the holders of Senior Indebtedness Indebtedness, on the other hand. Nothing contained in this Article Seventeen or elsewhere in this Indenture or in the Junior Subordinated Notes Securities or Coupons is intended to or shall shall (a) impair, as among between the Company, its creditors other than holders of Senior Indebtedness Company and the Holders of the Junior Subordinated NotesSecurities or Coupons, the obligation of the Company, which is absolute and unconditional (unconditional, to pay to the Holders of the Securities or Coupons the principal of and interest on the Securities or Coupons as and when the same shall become due and payable in accordance with the terms of the Securities and this Indenture and which, subject to the rights under this Article Seventeen 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 the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities or Coupons and creditors of the Company other than the holders of Senior Indebtedness; or , or (c) prevent the Trustee or the Holder of any Junior Subordinated Note 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 Seventeen of the holders of Senior Indebtedness to receive cash, property and or securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article Thirteen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities of each series on the one hand and the holders Senior Creditors of Senior Indebtedness the Issuer on the other hand. Nothing Other than as provided for in this Subordinated Indenture, any Board Resolutions or supplemental indentures pursuant to Section 3.01 with respect to any series of Securities, nothing contained in this Article or elsewhere in this Subordinated Indenture or in the Junior Subordinated Notes Securities is intended to or shall (aa)(i) impair, as among the CompanyIssuer, its creditors (other than holders of Senior Indebtedness Creditors) and the Holders of the Junior Subordinated Notesany Securities issued by such Issuer, the obligation of the CompanyIssuer, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes such claims the principal of, premium, if any, on and interest (including Additional and Deferred Interest) , if any, on the Junior Subordinated Notes such Securities as and when the same shall become due and payable in accordance with their terms; terms and this Subordinated Indenture or (bii) affect the relative rights against the Company such Issuer of the Holders of the Junior Subordinated Notes any such Securities and creditors of the Company such Issuer (other than the holders of Senior Indebtedness; Creditors) or (ciii) prevent the Subordinated Trustee or the Holder of any Junior Subordinated Note such Holders from exercising all remedies otherwise permitted by applicable law upon default under this Subordinated Indenture, subject to the rights, if any, under this Article of the holders Senior Creditors of Senior Indebtedness the Issuer to receive cash, property and or securities otherwise payable or deliverable to the Subordinated Trustee or such Holder or, Holders; or (b) prevent the Subordinated Trustee or such Holders from exercising all remedies otherwise permitted by applicable law upon default under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303this Subordinated Indenture.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Debt and Subordinated Indebtedness of the Issuer on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the CompanyIssuer, its creditors other than holders of Senior Debt and Subordinated Indebtedness of the Issuer, the Guarantor and the Holders of the Junior Subordinated NotesSecurities, the obligation of the CompanyIssuer, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior IndebtednessDebt and Subordinated Indebtedness of the Issuer, is intended to rank equally with all other general obligations of the CompanyIssuer), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, Principal and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Issuer of the Holders of the Junior Subordinated Notes Securities and creditors of the Company Issuer other than the holders of Senior IndebtednessDebt and Subordinated Indebtedness of the Issuer; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Debt and Subordinated Indebtedness of the Issuer to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article 10 of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Company referred to receive in Section 10.02 hereof, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130310.03, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 10.03(c) hereof. The failure to make a payment on account of principal of, premium, if any, or interest on the penultimate paragraph in Section 1303Notes by reason of any provision of this Article 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Provisions Solely to Define Relative Rights. The provisions of this Article X are and are intended solely for the purpose of defining the relative rights of the Holders of Securities on the one hand and the holders of Senior Indebtedness under any Working Capital Facility on the other hand. Nothing contained in this Article X or elsewhere in this Indenture Indenture, any indenture supplemental hereto or in the Junior Subordinated Notes Securities issued hereunder is intended to or shall (a) impair, as among the Company, its creditors (other than holders of Senior Indebtedness under any Working Capital Facility) and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest) on on, and all other amounts payable with respect to, the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their respective terms; or , (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company (other than the holders of Senior Indebtedness; or Indebtedness under any Working Capital Faciltiy), (c) prevent the Trustee or the Holder of any Junior Subordinated Note Securities from exercising all remedies otherwise permitted by applicable law upon default a Default or Event of Default under this Indenture, subject to the rights, if any, rights under this Article the provisions of Section 10.02 hereof of the holders of Senior Indebtedness under any Working Capital Facility to receive cash, property and or securities otherwise payable or deliverable to the Trustee Holders of Securities or such Holder or(d) restrict or otherwise impair the right of the Holders of Securities to, under in accordance with the conditions specified in Section 1303terms of this Indenture, declare the Securities of any series to prevent any payment prohibited by such Section or enforce be due and payable prior to their rights pursuant to respective stated maturity upon the penultimate paragraph in Section 1303occurrence of an Event of Default.

Provisions Solely to Define Relative Rights. The provisions of this Article Agreement are and are intended solely for the purpose of defining the relative rights of the Holders Revolving Facility Secured Parties, on the one hand hand, and the holders of Senior Indebtedness Noteholder Secured Parties, on the other hand. Nothing contained None of Holdings, the Company, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Article or elsewhere Agreement (provided that nothing in this Indenture Agreement (other than Sections 2.05, 2.06, 2.10, 2.11 or Article VII) is intended to or will amend, waive or otherwise modify the provisions of the Credit Agreement or the Indenture), and neither the Company nor any other Grantor may rely on the terms hereof (other than Sections 2.05, 2.06, 2.10, 2.11, Article VI and Article VII). Nothing in the Junior Subordinated Notes this Agreement is intended to or shall (a) impair, as among impair the Company, its creditors other than holders obligations of Senior Indebtedness and the Holders of the Junior Subordinated NotesHoldings, the obligation of the CompanyCompany or any other Grantor, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of Obligations under the Junior Subordinated Notes Noteholder Documents and the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Revolving Facility Documents as and when the same shall become due and payable in accordance with their terms; . Notwithstanding anything to the contrary herein, in any Noteholder Document or any Revolving Facility Document, the Grantors shall not be required to act or refrain from acting (a) pursuant to this Agreement or any Noteholder Document with respect to any Revolving Facility First Lien Collateral in any manner that would cause a default under any Revolving Facility Document, or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; pursuant to this Agreement or (c) prevent the Trustee or the Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon Revolving Facility Document with respect to any Noteholder First Lien Collateral in any manner that would cause a default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Noteholder Document.

Provisions Solely to Define Relative Rights. The provisions of Sections 14.16 through 14.29 of this Article are and Indenture are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the CompanyHoll▇▇▇▇▇ ▇▇▇ernational, its creditors other than holders of Senior Guarantor Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the CompanyHoll▇▇▇▇▇ ▇▇▇ernational, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Holl▇▇▇▇▇ ▇▇▇ernational of the Holders of the Junior Subordinated Notes Securities and creditors of the Company Holl▇▇▇▇▇ ▇▇▇ernational other than the holders of Senior Guarantor Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Guarantor Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of Holl▇▇▇▇▇ ▇▇▇ernational referred to receive in Section 14.17, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130314.18, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 130314.18(c).

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness (and, in the case of Section 1415, Entitled Persons in respect of Other Financial Obligations) on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness Indebtedness, Entitled Persons in respect of Other Financial Obligations and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior IndebtednessIndebtedness and Entitled Persons in respect of Other Financial Obligations, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior IndebtednessIndebtedness and Entitled Persons in respect of Other Financial Obligations; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness and under Section 1415 of Entitled Persons in respect of Other Financial Obligations, to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture (other than in Section 1312) or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any) and interest on, and interest (including Additional Interest) on any other amount payable by the Junior Subordinated Notes Company under, the Securities or this Indenture as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Company referred to receive in Section 1302, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Section.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Debentures on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this the Indenture or in the Junior Subordinated Notes Debentures is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesDebentures, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 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 the Junior Subordinated Notes Debentures the principal of, premium, if any, of and interest (including Additional Interest) on the Junior Subordinated Notes Debentures as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Debentures and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note 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 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article ‎Article Fourteen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness Debt of the Company on the other hand. Nothing contained in this Article ‎Article Fourteen or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a1) impair, as among the Company, its creditors other than holders of Senior Indebtedness Debt of the Company, and the Holders of the Junior Subordinated NotesSecurities, the obligation obligations of the Company, which is are absolute and unconditional (and which, subject to the rights under this Article ‎Article Fourteen of the holders of Senior IndebtednessDebt of the Company, is are intended to rank equally with all other general unsecured obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b2) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior IndebtednessDebt of the Company; or (c3) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this IndentureIndenture including, without limitation, filing and voting claims in any Proceeding, subject to the rights, if any, under this Article ‎Article Fourteen of the holders of Senior Indebtedness Debt of the Company to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder. Without limiting the generality of the foregoing, under nothing contained in this ‎Article Fourteen will restrict the conditions specified in Section 1303, right of the Trustee or the Holders of Securities of any series to prevent take any payment prohibited by action to declare the Securities of such Section or enforce series to be due and payable prior to their rights stated maturity pursuant to the penultimate paragraph in Section 1303‎Section 502 or to pursue any rights or remedies hereunder.

Provisions Solely to Define Relative Rights. The provisions of this Article Sixteen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article Sixteen or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including interest, if any, on and Additional Interest) on Amounts, if any, in respect of the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article Sixteen of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to receive in Section 1602, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 13031603, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 1603. The failure to make a payment on account of principal of, or premium, if any, or interest, if any, on or Additional Amounts, if any, or sinking funds, if any, in respect of any Securities of any series by reason of any provision of this Article Sixteen shall not be construed as preventing the penultimate paragraph in Section 1303occurrence of a Default or an Event of Default with respect of the Securities of such series.

Provisions Solely to Define Relative Rights. The provisions of this Article 12 are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand hand, and the holders of Senior Indebtedness Indebtedness, on the other hand. Nothing contained in this Article 12 or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its the creditors of the Company other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal ofPrincipal Amount at Maturity, premiumIssue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Change of Control Purchase Price or interest, if any, and interest (including Additional Interest) on as the Junior Subordinated Notes case may be, in respect of the Securities as and when the same shall become due and payable in accordance with their termsthe terms of the Securities and this Indenture; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 12 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among between the Company, its creditors other than holders Holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation obligations of the Company, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is Indebtedness are intended to rank equally with all other general unsecured obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including any Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this IndentureIndenture including, without limitation, filing and voting claims in any Proceeding, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The ------------------------------------------- provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand hand, and the holders of Senior Indebtedness Indebtedness, on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 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 the Junior Subordinated Notes Securities the principal ofPrincipal Amount, premiumIssue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Conversion Payment, Change in Control Purchase Price or interest, if any, and interest (including Additional Interest) on as the Junior Subordinated Notes case may be, in respect of the Securities as and when the same shall become due and payable in accordance with their termsthe terms of the Securities and this Indenture; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article Agreement are and are intended solely for the purpose of defining the relative rights of the Holders First-Lien Revolving Facility Secured Parties, the First-Lien Note Secured Parties and each Other First-Priority Lien Obligations Secured Parties, in relation to one another. None of Holdings, the Company, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Section 2.05, 2.06, 2.10, 2.11 or Article VI) is intended to or will amend, waive or otherwise modify the provisions of the First-Lien Revolving Facility, the Indenture or any Other First-Priority Lien Obligations Credit Documents), and none of Holdings, the Company, or any other Grantor may rely on the one hand terms hereof (other than Sections 2.05, 2.06, 2.10, 2.11, Article V and the holders of Senior Indebtedness on the other handArticle VI). Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Agreement is intended to or shall (a) impair, as among impair the Company, its creditors other than holders obligations of Senior Indebtedness and the Holders of the Junior Subordinated NotesHoldings, the obligation of the CompanyCompany or any other Grantor, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Obligations as and when the same shall become due and payable in accordance with their terms; . Notwithstanding anything to the contrary herein, in any First-Lien Revolving Facility Document, any First-Lien Note Document or (b) affect any Other First-Priority Lien Obligations Document, the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; Grantors shall not be required to act or (c) prevent the Trustee or the Holder of refrain from acting pursuant to this Agreement in any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon manner that would cause a default under this Indentureany First-Lien Revolving Facility Document, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee First-Lien Note Document or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Other First-Priority Lien Obligations Document.

Provisions Solely to Define Relative Rights. The provisions of this Article 13 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 13 or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impairshall, as among between Alderwoods and the Company, its creditors other than holders of Senior Indebtedness Subsidiary Guarantors and the Holders of the Junior Subordinated Notes, : (a) impair the obligation obligations of Alderwoods and the CompanySubsidiary Guarantors, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against Alderwoods and the Company Subsidiary Guarantors of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the any Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 13 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder. Except as expressly provided in this Article 13, under nothing contained in this Article 13 shall affect the conditions specified obligation of Alderwoods and the Subsidiary Guarantors to make, or prevent Alderwoods or the Subsidiary Guarantors from making, payments of the principal of, premium, if any, and interest on the Subordinated Notes in Section 1303accordance with the provisions hereof and thereof, to or shall prevent the Trustee from applying any payment prohibited by such Section or enforce their rights pursuant moneys deposited with it hereunder to the penultimate paragraph in Section 1303payment of the principal of, premium, if any, and interest on the Subordinated Notes.

Provisions Solely to Define Relative Rights. The provisions of this Article Section 9 and Section 2.02 are and are intended solely for the purpose of defining the relative rights of the Holders holders of the Notes on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article Section 9 or elsewhere in this Indenture Agreement or in the Junior Subordinated Notes is intended to or shall (ai) impair, as among the CompanyBorrower, its creditors (other than holders of Senior Indebtedness Indebtedness) and the Holders of the Junior Subordinated NotesLenders, the obligation of the CompanyBorrower, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Lenders the principal of, premium, if anyand premium and interest on, and interest (including Additional Interest) on any other amount payable by the Junior Subordinated Borrower under, the Loans, the Notes or this Agreement as and when the same shall become due and payable in accordance with their its terms; or (bii) affect the relative rights against the Company Borrower of the Holders of the Junior Subordinated Notes Lenders and its creditors of the Company (other than the holders of Senior Indebtedness); or (ciii) prevent the Trustee or Lenders from accelerating the Holder of any Junior Subordinated Note from Loans and exercising all other remedies otherwise permitted by applicable law upon default under this IndentureAgreement, subject to the rights, if any, under this Article Section 9 of the holders of Senior Indebtedness (x) upon the occurrence of a Bankruptcy Event, to receive receive, pursuant to and in accordance with Section 9.02, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orLenders, (y) under the conditions specified in Section 13039.03, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in (z) under Section 13039.04.

Provisions Solely to Define Relative Rights. The provisions of this Article are and Eight are intended solely for the purpose of defining the relative rights of the Holders of the Senior Subordinated Notes on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article Eight or elsewhere in this Indenture or in the Junior Senior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Senior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Senior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Senior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Senior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Senior Subordinated Note Notes from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Eight of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Company referred to receive in Section 8.02, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 13038.03, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 13038.03(c).

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness Indebtedness, and the Holders of the Junior Subordinated NotesSecurities, the obligation obligations of the Company, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is are intended to rank equally with all other general unsecured obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this IndentureIndenture including, without limitation, filing and voting claims in any Proceeding, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article XII 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 the Junior Subordinated Notes Securities the principal of, of and premium, if any (including the Make-Whole Payment, if any), and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XII of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the CompanyCompany or any Guarantor, its respective creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes, the obligation of the CompanyCompany or such Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Notes, the principal of, premium, if any, and on, interest (including Additional Amounts, if any, and Special Interest, if any) on on, and any other amounts due in respect of, the Junior Subordinated Notes or in respect of the Guarantees, as applicable, as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Notes from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article Sixteen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities of each series, on the one hand hand, and the holders of Senior Indebtedness Indebtedness, on the other hand. Nothing contained in this Article Sixteen or elsewhere in this Indenture or in the Junior Subordinated Notes Securities of a series is intended to or shall shall: (a) impair, as among between the Company, its creditors other than holders of Senior Indebtedness Company and the Holders of the Junior Subordinated NotesSecurities of that series, the obligation of the Company, which is absolute and unconditional unconditional, to pay to the Holders of the Securities of that series the principal (and premium, if any) and interest, if any, as the case may be, in respect of the Securities of that series as and when the same shall become due and payable in accordance with the terms of the Securities of that series and this Indenture and which, subject to the rights under this Article Sixteen 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 the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities of that series and creditors of the Company Company, other than the holders of Senior Indebtedness; or or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security of that series from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Sixteen of the holders of Senior Indebtedness to receive cash, property and or securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article 12 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 12 or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of its Senior Indebtedness and the Holders of the Junior Subordinated NotesHolders, the obligation Obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the any Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article 12 of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to receive in Section 12.02, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130312.03, to prevent any payment prohibited by such Section section or enforce their rights pursuant to Section 12.03(c). The failure to make a payment in respect of principal of, premium, if any, or interest on the penultimate paragraph in Section 1303Notes by reason of any provision of this Article 12 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Provisions Solely to Define Relative Rights. The provisions of this Article Section 14 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article Section 14 or elsewhere in this Indenture Agreement or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors (other than holders of Senior Indebtedness Indebtedness) and the Holders of the Junior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article Section 14 of the holders of Senior Indebtedness, is intended to rank equally with all other general unsecured obligations of the Company), to pay to the Holders of the Junior Subordinated Notes the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law Applicable Law upon default under this IndentureAgreement, subject to the rights, if any, under this Article Section 14 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to such Holder. The Holders agree that they will not challenge the Trustee validity, enforceability or perfection of any Senior Indebtedness or the liens, guarantees and security interests securing the same and that as between the holders of the Senior Indebtedness on the one hand and the Holders on the other, the terms hereof shall govern even if all or part of the Senior Indebtedness or such Holder orliens and security interests are avoided, under disallowed, subordinated, set aside or otherwise invalidated in any judicial proceeding or otherwise, regardless of the conditions specified in Section 1303, to prevent any payment prohibited by theory upon which such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303action is premised.

Provisions Solely to Define Relative Rights. The provisions of this Article 13 are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 13 or elsewhere in this Indenture herein or in the Junior Subordinated Notes Securities is intended to or shall shall: (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 13 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 the Junior Subordinated Notes Securities the principal of, of (and premium, if any), and interest (including Additional InterestLiquidated Damages, if any) on on, and any other amount payable under the Junior Subordinated Notes Securities, as and when the same shall become due and payable in accordance with their terms; or ; (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and other creditors of the Company Company, other than Holders' rights in relation to the holders of Senior Indebtedness; or or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Securities from exercising all remedies otherwise permitted by applicable law available upon default a Default or Event of Default under this Indenture, subject to the rights, if any, under this Article 13 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article VII are and are intended solely for the purpose of defining the relative rights of the Holders of the 1997A Notes on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article VII or elsewhere in this Supplemental Indenture or the Indenture or in the Junior Subordinated 1997A Notes is intended to or shall (a1) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated 1997A Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article VII 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 the Junior Subordinated 1997A Notes the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated 1997A Notes as and when the same shall become due and payable in accordance with their terms; or (b2) affect the relative rights against the Company of the Holders of the Junior Subordinated 1997A Notes and creditors of the Company other than the holders of Senior Indebtedness; or (c3) prevent the Trustee or the Holder of any Junior Subordinated 1997A Note from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article VII of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article 14 are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 14 or elsewhere in this Indenture herein or in the Junior Subordinated Notes Securities is intended to or shall shall: (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 14 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 the Junior Subordinated Notes Securities the principal of, of (and premium, if any), and interest (including Additional Interest) on on, and any other amount payable under the Junior Subordinated Notes Securities including, but not limited to, the Redemption Prices and the Repurchase Price payable with respect to the Securities in accordance with Article 11 and Article 12, respectively, as and when the same shall become due and payable in accordance with their terms; or ; (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Securities from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 14 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. (a) The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 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 the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 130312.3, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 130312.3.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 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 the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest, if any) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 13031603, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 13031603.

Provisions Solely to Define Relative Rights. The provisions of this Article Thirteen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities of each series on the one hand and the holders of Issuer Senior Indebtedness Creditors on the other hand. Nothing Other than as provided for in this Subordinated Indenture, any Board Resolutions or supplemental indentures executed pursuant to Section 3.01 with respect to any series of Securities, nothing contained in this Article or elsewhere in this Subordinated Indenture or in the Junior Subordinated Notes Securities is intended to or shall (aa)(i) impair, as among the CompanyIssuer, its creditors (other than holders of Issuer Senior Indebtedness Creditors) and the Holders of any Securities issued by the Junior Subordinated NotesIssuer, the obligation of the CompanyIssuer, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes such claims the principal of, premium, if any, on and interest (including Additional and Deferred Interest) , if any, on the Junior Subordinated Notes such Securities as and when the same shall become due and payable in accordance with their terms; terms and this Subordinated Indenture or (bii) affect the relative rights against the Company Issuer of the Holders of the Junior Subordinated Notes any such Securities and creditors of the Company Issuer (other than the holders of Issuer Senior Indebtedness; Creditors) or (ciii) prevent the Subordinated Trustee or the Holder of any Junior Subordinated Note such Holders from exercising all remedies otherwise permitted hereunder or by applicable law upon default under this Subordinated Indenture, subject to the rights, if any, under this Article of the holders of Issuer Senior Indebtedness Creditors to receive cash, property and or securities otherwise payable or deliverable to the Subordinated Trustee or such Holder or, Holders; or (b) prevent the Subordinated Trustee or such Holders from exercising all remedies otherwise permitted hereunder or by applicable law upon default under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303this Subordinated Indenture.

Provisions Solely to Define Relative Rights. The provisions of Sections 1416 through 1429 of this Article are and Indenture are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Companyany Guarantor, its creditors other than holders of Senior Guarantor Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Companysuch Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest) on on, the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against each of the Company Guarantors of the Holders of the Junior Subordinated Notes Securities and creditors of each of the Company Guarantors other than the holders of Senior Guarantor Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Guarantor Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Guarantors referred to receive in Section 1417, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 13031418, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 13031418(c).

Provisions Solely to Define Relative Rights. The provisions of this Article 4 are and are intended solely for the purpose of defining the relative rights of the Holders holders of the Debentures on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 4 or elsewhere in this Indenture or in the Junior Subordinated Notes Debentures is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders holders of the Junior Subordinated NotesDebentures, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 4 of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), to pay to the Holders holders of the Junior Subordinated Notes Debentures the principal ofamount of the Debentures, premiumInterest, if anythe redemption price with respect to the Debentures to be called for redemption in accordance with Section 3.02 or the repurchase price with respect to Debentures submitted for repurchase in accordance with Section 3.05 or Section 3.06, and interest (including Additional Interest) on as the Junior Subordinated Notes case may be, as provided in this Indenture as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders holders of the Junior Subordinated Notes Debentures and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder holder of any Junior Subordinated Note Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 4 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orholder. If the Company fails, under the conditions specified in Section 1303as a result of this Article 4, to prevent any payment prohibited by such Section or enforce their rights pursuant pay to the penultimate paragraph holders of the Debentures the principal amount of the Debentures, Interest, the redemption price with respect to the Debentures to be called for redemption in accordance with Section 13033.02 or the repurchase price with respect to Debentures submitted for repurchase in accordance with Section 3.05 or Section 3.06, as the case may be, as provided in this Indenture as and when the same shall become due and payable in accordance with their terms, such failure shall still constitute a Default or an Event of Default.

Provisions Solely to Define Relative Rights. The provisions of this Article Agreement are and are intended solely for the purpose of defining the relative rights of the Holders Revolving Facility Secured Parties, on the one hand hand, and the holders of Senior Indebtedness Noteholder Secured Parties, on the other hand. Nothing contained None of Holdings, the Company, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Article or elsewhere Agreement (provided that nothing in this Indenture Agreement (other than Sections 2.05, 2.06, 2.10, 2.11 or Article VII to the extent expressly provided therein) is intended to or will amend, waive or otherwise modify the provisions of the Credit Agreement or the Indenture), and neither the Company nor any other Grantor may rely on the terms hereof (other than Sections 2.05, 2.06, 2.10, 2.11, Article VI and Article VII). Nothing in the Junior Subordinated Notes this Agreement is intended to or shall (a) impair, as among impair the Company, its creditors other than holders obligations of Senior Indebtedness and the Holders of the Junior Subordinated NotesHoldings, the obligation of the CompanyCompany or any other Grantor, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of Obligations under the Junior Subordinated Notes Noteholder Documents and the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Revolving Facility Documents as and when the same shall become due and payable in accordance with their terms; . Notwithstanding anything to the contrary herein, in any Noteholder Document or any Revolving Facility Document, the Grantors shall not be required to act or refrain from acting (a) pursuant to this Agreement or any Noteholder Document with respect to any Revolving Facility First Lien Collateral in any manner that would cause a default under any Revolving Facility Document, or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; pursuant to this Agreement or (c) prevent the Trustee or the Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon Revolving Facility Document with respect to any Noteholder First Lien Collateral in any manner that would cause a default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Noteholder Document.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay or cause to be paid to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, of and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the a Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default breach under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder. For the avoidance of doubt, upon the occurrence of a Liquidation Event as set forth in this Article 12, the Trustee in its capacity as such under this Indenture undertakes to perform only such obligations on the conditions specified part of the Trustee as are specifically set forth in Section 1303this Indenture, to prevent any payment prohibited by such Section and no implied covenants or enforce their rights pursuant obligations with respect to the penultimate paragraph holders of the Senior Indebtedness shall be deemed to apply to the Trustee in Section 1303its capacity as such under this Indenture based on the terms hereof.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the CompanyCompany or the Guarantor, as the case may be, its creditors other than holders of Senior Indebtedness Debt and the Holders of the Junior Subordinated NotesSecurities, the obligation of the CompanyCompany or the Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior IndebtednessDebt, is intended to rank equally with all other general obligations of the Companysame class of the Company or the Guarantor as specified in a Board Resolution or indenture supplemental hereto), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company or the Guarantor of the Holders of the Junior Subordinated Notes Securities and creditors of the Company or the Guarantor, as the case may be, other than the holders of Senior IndebtednessDebt; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of Securities on the one hand and the holders of Senior Indebtedness Debt of the Corporation and the Guarantor, respectively, on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities or Guarantees, as the case may be, is intended to or shall (a) impair, as among between the CompanyCorporation or the Guarantor, its creditors other than holders of Senior Indebtedness as the case may be, and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)Corporation or the Guarantor, as the case may be, which are absolute and unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including any Additional Interest) on the Junior Subordinated Notes Securities or the Guarantees, as the case may be, as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Corporation or the Guarantor, as the case may be, of the Holders of the Junior Subordinated Notes Securities and creditors of the Company Corporation and the Guarantor, respectively, other than their rights in relation to the holders of Senior IndebtednessDebt of the Corporation or the Guarantor, as the case may be; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security (or to the extent expressly provided herein, the holder of any Capital Security) from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, including filing and voting claims in any Proceeding, subject to the rights, if any, under this Article of the holders of Senior Indebtedness Debt of the Corporation or the Guarantor, as the case may be, to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article Seventeen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article Seventeen or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article Seventeen of the holders of Senior Indebtedness, is intended to rank equally with all other general unsecured obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Seventeen of the holders of Senior Indebtedness to 110 receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article Fifteen are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article Fifteen or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article Fifteen 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 the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Fifteen of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolders. The holders of the Senior Indebtedness shall be entitled to enforce the provisions of this Article Fifteen against the Company, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to Holders of the penultimate paragraph in Section 1303Securities and the Trustee.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (ai) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (bii) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; or (ciii) prevent the Trustee or the Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default Default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness (A) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Company referred to receive in Section 3.2, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (B) under the conditions specified in Section 13033.3, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 13033.3(c).

Provisions Solely to Define Relative Rights. The provisions of this Article Eleven are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article Eleven or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the CompanyIssuer, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the CompanyIssuer, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of and premium, if any, and interest (including Additional Interest) interest, if any, on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Issuer of the Holders of the Junior Subordinated Notes Securities and creditors of the Company Issuer other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Eleven of the holders of Senior Indebtedness (1) in any liquidation of the Issuer, whether voluntary or involuntary, or bankruptcy, insolvency, moratorium of payments, receivership, suspension of payments, as referred to receive in Section 11.2, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130311.3, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Section.

Provisions Solely to Define Relative Rights. The provisions of this Article Fourteen are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article Fourteen or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness Debt and the Holders of the Junior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior IndebtednessDebt; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article Fourteen of the holders of Senior Indebtedness Debt (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling 181 of assets and liabilities of the Company referred to receive in Section 14.02, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130314.03, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 14.03(c). The failure to make a payment on account of any Senior Subordinated Note Obligations by reason of any provision of this Article Fourteen shall not be construed as preventing the penultimate paragraph in Section 1303occurrence of a Default or an Event of Default hereunder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (ai) impair, as among the CompanyIssuer, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesHolders, the obligation of the CompanyIssuer, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (bii) affect the relative rights against the Company Issuer of the Holders of the Junior Subordinated Notes and creditors of the Company Issuer other than their rights in relation to the holders of Senior Indebtedness; or (ciii) prevent the Trustee or the any Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default Default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive distributions and payments otherwise payable to Holders (A) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Issuer referred to in Section 11.02, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (B) under the conditions specified in Section 130311.03, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 130311.03(c).

Provisions Solely to Define Relative Rights. The provisions of this Article 10 are and are intended solely for the purpose of defining the relative rights of the Trustee and the Holders of the Series E Notes on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article 10 or elsewhere in this Supplemental Indenture or in the Junior Subordinated Series E Notes or in any Guarantee is intended to or shall (a) impair, as among the CompanyGuarantors, its creditors other than holders of Senior Indebtedness Debt and the Trustee and the Holders of the Junior Subordinated Series E Notes, the obligation of the Companyeach Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article 10 of the holders of Senior IndebtednessDebt, is intended to rank equally with all other general obligations of the Companysuch Guarantor), to pay to the Trustee for the Holders of the Junior Subordinated Series E Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Series E Notes as and when the same shall become due and payable in accordance with their termsthe terms of each Guarantor's Guarantee; or (b) affect the relative rights against any Guarantor of the Company of Trustee, the Holders of the Junior Subordinated Series E Notes and the creditors of the Company such Guarantor other than the holders of Senior IndebtednessDebt; or (c) prevent the Trustee on behalf of the Holders or the any Holder of any Junior Subordinated Series E Note from exercising all remedies otherwise permitted by applicable law upon default under this Supplemental Indenture, subject to this Article 10, including the rights, if any, under this Article 10 of the holders of Senior Indebtedness Debt to receive cash, property or and securities otherwise payable or deliverable to the Trustee or such Holder holder or, under the conditions specified in Section 130310.03, to prevent any payment prohibited by such Section section or enforce their rights pursuant to the penultimate paragraph in Section 1303Article 10.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Debentures is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesDebentures, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 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 the Junior Subordinated Notes Debentures the principal of, of (and premium, if any) and interest on, and interest (including Additional Interest) on to make any repurchases required by Article 14 of, the Junior Subordinated Notes Debentures as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Debentures and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand hand, and the holders of Senior Indebtedness Indebtedness, on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among between the Company, its creditors other than the holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (unconditional, to pay to the Holders of the Securities the principal of and which, interest on the Securities as and when the same shall become due and payable in accordance with their terms and which subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), or is intended to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same or shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; , nor shall anything herein or (c) therein prevent the Trustee Agent or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and or securities otherwise payable or deliverable to the Trustee Agent or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article 13 are and are intended solely for the purpose of defining the -- relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 13 -- or elsewhere in this Indenture herein or in the Junior Subordinated Notes Securities is intended to or shall shall: (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 13 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 the Junior Subordinated Notes Securities the principal of, of (and premium, if any), and interest (including Additional Interest) on on, and any other amount payable under the Junior Subordinated Notes Securities, as and when the same shall become due and payable in accordance with their terms; or ; (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and other creditors of the Company Company, other than Holders' rights in relation to the holders of Senior Indebtedness; or or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Securities from exercising all remedies otherwise permitted by applicable law available upon default a Default or Event of Default under this Indenture, subject to the rights, if any, under this Article 13 of the holders -- of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness (and, in the case of Section 1215, Entitled Persons in respect of Other Financial Obligations) on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of 72 Senior IndebtednessIndebtedness and the rights under Section 1215 of Entitled Persons in respect of Other Financial Obligations, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness Indebtedness, and under Section 1215 of Entitled Persons in respect of Other Financial Obligations, to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand hand, and the holders of Senior Indebtedness Indebtedness, on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 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 the Junior Subordinated Notes Securities the principal of, premium, if any, and accrued interest (including Additional Interest) on on, or the Junior Subordinated Notes Redemption Price or Purchase Price in respect of the Securities, as and when the same shall become due and payable in accordance with their termsthe terms of the Securities and this Indenture; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the CompanyCompany or any Guarantor, as applicable, its creditors other than holders of Senior Indebtedness Debt and the Holders of the Junior Subordinated NotesSecurities with the Guarantees endorsed thereon, the obligation of the CompanyCompany or any Guarantor, as applicable, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior IndebtednessDebt, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company or any Guarantor, as applicable, of the Holders of the Junior Subordinated Notes Securities and creditors of the Company or any Guarantor, as applicable, other than the holders of Senior IndebtednessDebt; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder. If the Company or any Guarantor fails because of this Article 15 to pay principal of, premium, if any, or interest on a Security on the due date, the failure is still a default or event of default under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303this Indenture.

Provisions Solely to Define Relative Rights. The provisions of this Article Section 13 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article Section 13 or elsewhere in this Indenture Agreement or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article Section 13 of the holders of Senior Indebtedness, is intended to rank equally with all other general unsecured obligations of the Company), to pay to the Holders of the Junior Subordinated Notes the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default under this IndentureAgreement, subject to the rights, if any, under this Article Section 13 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Indebtedness under the Senior Indebtedness Credit Facility on the other hand. Nothing contained in this Article 11 or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Companyany Issuer, its creditors other than holders of Indebtedness under the Senior Indebtedness Credit Facility and the Holders of the Junior Subordinated NotesHolders, the obligation of the CompanyIssuers, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal Accreted Value of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Issuers of the Holders of the Junior Subordinated Notes and creditors of the Company Issuers other than the holders of Indebtedness under the Senior IndebtednessCredit Facility; or (c) prevent the Trustee or the any Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article 11 of the holders of Indebtedness under the Senior Indebtedness Credit Facility in any bankruptcy, reorganization, arrangement, insolvency or liquidation case, referred to receive in Section 11.01 hereof, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder. The failure to make a payment on account of the Accreted Value of, under premium, if any, or interest on the conditions specified in Section 1303, to prevent Notes by reason of any payment prohibited by such Section provision of this Article 11 shall not be construed as preventing the occurrence of a Default or enforce their rights pursuant to the penultimate paragraph in Section 1303an Event of Default hereunder.

Provisions Solely to Define Relative Rights. The provisions of this Article these Terms of Subordination are and are intended solely for the purpose of defining the relative rights of the Holders Subordinated Debt Providers on the one hand and the holders of Senior Indebtedness Parties and the Collateral Agent on the other hand. Nothing contained in this Article these Terms of Subordination or elsewhere in this Indenture or in any of the Junior Financing Documents relating to the Subordinated Notes Obligations is intended to or shall shall: (aA) impairaffect, as among the Company, its creditors other than holders of the Senior Indebtedness Parties and the Holders of the Junior Subordinated NotesDebt Providers, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), Company to pay to the Holders of Subordinated Debt Providers, the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Obligations as and when the same shall become due and payable in accordance with their terms; or ; (bB) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Debt Providers and creditors of the Company other than the holders Senior Parties; (C) vitiate the occurrence of Senior Indebtedness; an "Event of Default" under the Indenture or the correlative provisions of any other Financing Document to the extent that any failure to make a payment of principal of, or interest on, any Subordinated Obligations by reason of the conditions specified in clause (ii) or (ciii) of these Terms of Subordination would otherwise constitute such an Event of Default; or (D) prevent the Trustee or the Holder of any Junior Subordinated Note Debt Provider from exercising all remedies otherwise permitted by applicable law Applicable Law upon default under this Indentureany of the Financing Documents relating to the Subordinated Obligations, subject to the rights, if any, under this Article these Terms of Subordination of the holders Senior Parties, (i) in the event of Senior Indebtedness any proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to receive in clause (ii) of these Terms of Subordination, to receive, pursuant to and in accordance with such clause (ii), cash, property and securities otherwise payable or deliverable to the Trustee Subordinated Debt Providers, or such Holder or, (ii) under the conditions specified in Section 1303clause (iii) of these Terms of Subordination, to prevent any payment or action prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303clause (iii).

Provisions Solely to Define Relative Rights. The provisions of this Article 12 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 12 or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the CompanyIssuers, its their creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesHolders, the obligation of the CompanyIssuers, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Issuers of the Holders of the Junior Subordinated Notes and creditors of the Company Issuers other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the any Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article 12 of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of either of the Issuers referred to receive in Section 12.02, to receive, pursuant to and in accordance with such section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130312.03, to prevent any payment prohibited by such Section section or enforce their rights pursuant to Section 12.03(c). The failure to make a payment on account of principal of, premium, if any, or interest on the penultimate paragraph in Section 1303Notes by reason of any provision of this Article 12 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders holders of Debentures on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Debentures is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness Debt and the Holders holders of the Junior Subordinated NotesDebentures, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior IndebtednessDebt, is intended to rank equally with all other general obligations of the Company), to pay to the Holders holders of the Junior Subordinated Notes Debentures the principal of, premium, if any, and interest (including Additional Interest) Interest on the Junior Subordinated Notes Debentures as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Company, of the Holders holders of the Junior Subordinated Notes Debentures and creditors of the Company Company, other than the holders of Senior IndebtednessDebt; or (c) prevent the Trustee or the Holder holder of any Junior Subordinated Note Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness Debt to receive cash, property and securities Debentures otherwise payable or deliverable to the Trustee or such Holder orholder. If the Company fails because of this Article 16 to pay principal of, premium, if any, or Interest on a Debenture on the due date, the failure is still a default or Event of Default under this Indenture. Nothing in this Article 16 shall have any effect on the conditions specified in Section 1303, right of holders of Debentures or the Trustee to prevent any payment prohibited by such Section or enforce their rights pursuant to accelerate the penultimate paragraph in Section 1303maturity of the Debentures.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 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 the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303.

Provisions Solely to Define Relative Rights. The provisions of this Article X are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article X or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the CompanyIssuer, its creditors other than holders of Senior Indebtedness and the Holders Holders, the Obligation of the Junior Subordinated Notes, the obligation of the CompanyIssuer, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Issuer of the Holders of the Junior Subordinated Notes and creditors of the Company Issuer other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the any Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article X of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Issuer referred to receive in Section 10.02, to receive, pursuant to and in accordance with such section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130310.03, to prevent any payment prohibited by such Section section or enforce their rights pursuant to Section 10.03(c). The failure to make a payment on account of principal of, premium, if any, or interest on the penultimate paragraph in Section 1303Notes by reason of any provision of this Article X shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Provisions Solely to Define Relative Rights. The provisions ------------------------------------------- of this Article are and are intended solely for the purpose of defining the relative rights of the Holders holders of Subordinated Obligations on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article or elsewhere in this Indenture Agreement or in the Junior Subordinated Notes is intended to or shall shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness Debt and the Holders of the Junior Subordinated NotesHolders, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, of and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or ; (b) affect the relative rights against the Company or any holder of the Holders of the Junior Subordinated Notes Obligations and creditors of the Company other than the holders of Senior IndebtednessDebt; or or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Noteholder from exercising all remedies otherwise permitted by applicable law upon default under this IndentureAgreement, subject to the rights, if any, under this Article of the holders of Senior Indebtedness Debt (i) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company, or any Subsidiary referred to receive in Section 13.1, to receive, pursuant to and in ------------ accordance with such Section, cash, property and securities otherwise payable or deliverable to any holder of the Trustee or such Holder or, Subordinated Obligations, (ii) under the conditions specified in Section 130313.2, to prevent ------------ any payment prohibited by such Section or enforce their rights pursuant to Section, or (iii) under the penultimate paragraph conditions specified in Section 130313.3, to ------------ prohibit the exercise of remedies by the holder of the Subordinated Obligations.

Provisions Solely to Define Relative Rights. The provisions of this Article paragraph 6P are and are intended solely for the purpose of defining the relative rights of the Holders holders of the Convertible Notes on the one hand and the Agent and holders of Senior Indebtedness on the other hand. Nothing contained in this Article paragraph 6P or elsewhere in this Indenture Agreement or in the Junior Subordinated Convertible Notes is intended to or shall (aA) impair, as among the Company, its creditors (other than Agent and holders of Senior Indebtedness Indebtedness) and the Holders of the Junior Subordinated NotesRegistered Holders, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Registered Holders of the Junior Subordinated Notes the principal of, premium, if anyand premium and interest on, and interest (including Additional Interest) on any other amount payable by the Junior Subordinated Company under, the Convertible Notes or this Agreement as and when the same shall become due and payable in accordance with their terms; or (bB) affect the relative rights against the Company of the Registered Holders of the Junior Subordinated Notes and its creditors of the Company (other than the Agent and holders of Senior Indebtedness); or (cC) prevent the Trustee or Registered Holders from accelerating the Holder of any Junior Subordinated Note from Convertible Notes and exercising all other remedies otherwise permitted by applicable law upon default under this IndentureAgreement, subject to the terms of subparagraph 6P(iv) and the rights, if any, under this Article paragraph 6P of the Agent and holders of Senior Indebtedness (x) upon the occurrence of a Bankruptcy Event, to receive receive, pursuant to and in accordance with this paragraph 6P, cash, property and securities otherwise payable or deliverable to the Trustee Registered Holders, or such Holder or, (y) under the conditions specified in Section 1303paragraph 6P, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303.6P.

Provisions Solely to Define Relative Rights. The ---------------------------------------------------------- provisions of this Article 12 are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand hand, and the holders of Senior Indebtedness Indebtedness, on the other hand. Nothing contained in this Article 12 or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its the creditors of the Company other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal ofPrincipal Amount at Maturity, premiumIssue Price, accrued Original Issue Discount, Redemption Price, Purchase Price, Change of Control Purchase Price or interest, if any, and interest (including Additional Interest) on as the Junior Subordinated Notes case may be, in respect of the Securities as and when the same shall become due and payable in accordance with their termsthe terms of the Securities and this Indenture; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 12 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and Section 5 are intended solely for the purpose of defining the relative rights of the Holders Holder of this Note on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article Section 5 or elsewhere in this Indenture or in the Junior Subordinated Notes Note is intended to or shall (ai) impair, as among the CompanyMaker, its creditors other than holders of Senior Indebtedness and the Holders Holder of the Junior Subordinated Notesthis Note, the obligation of the CompanyMaker, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders Holder of the Junior Subordinated Notes this Note the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes this Note as and when the same shall become due and payable in accordance with their terms; or (bii) affect the relative rights against the Company Maker of the Holders Holder of the Junior Subordinated Notes this Note and creditors of the Company Maker other than the holders of Senior Indebtedness; or (ciii) except as provided in Section 5(m), prevent the Trustee or the Holder of any Junior Subordinated 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 Section 5 of the holders of Senior Indebtedness (A) upon any Insolvency Event, to receive receive, pursuant to and in accordance with Section 5(b), cash, property and securities otherwise payable or deliverable to the Trustee such Holder, or such Holder or, (B) under the conditions specified in Section 13035(c), to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 13035(c)(iv).

Provisions Solely to Define Relative Rights. The provisions of this Article 12 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article 12 or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness Debt and the Holders of the Junior Subordinated NotesHolders, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior IndebtednessDebt; or (c) prevent the Trustee or the any Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article 12 of the holders of Senior Indebtedness Debt (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Company referred to receive in Section 12.02 hereof, to receive, pursuant to and in accordance with such section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130312.03, to prevent any payment prohibited by such Section section or enforce their rights pursuant to Section 12.03(c) hereof. The failure to make a payment on account of principal of, premium, if any, or interest on the penultimate paragraph in Section 1303Notes by reason of any provision of this Article 12 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Provisions Solely to Define Relative Rights. The provisions of this Article Eleven are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article Eleven of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Company referred to receive in Section 11.02 hereof, to -118- receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130311.03, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c) hereof. The failure to make a payment on account of principal of, premium, if any, or interest on the penultimate paragraph in Section 1303Notes by reason of any provision of this Article Eleven shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Provisions Solely to Define Relative Rights. The provisions of this Article paragraph 6P are and are intended solely for the purpose of defining the relative rights of the Holders holders of the Convertible Notes on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article paragraph 6P or elsewhere in this Indenture Agreement or in the Junior Subordinated Convertible Notes is intended to or shall (aA) impair, as among the Company, its creditors (other than holders of Senior Indebtedness Indebtedness) and the Holders of the Junior Subordinated NotesRegistered Holders, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Registered Holders of the Junior Subordinated Notes the principal of, premium, if anyand premium and interest on, and interest (including Additional Interest) on any other amount payable by the Junior Subordinated Company under, the Convertible Notes or this Agreement as and when the same shall become due and payable in accordance with their terms; or (bB) affect the relative rights against the Company of the Registered Holders of the Junior Subordinated Notes and its creditors of the Company (other than the holders of Senior Indebtedness); or (cC) prevent the Trustee or Registered Holders from accelerating the Holder of any Junior Subordinated Note from Convertible Notes and exercising all other remedies otherwise permitted by applicable law upon default under this IndentureAgreement, subject to the rights, if any, under this Article paragraph 6P of the holders of Senior Indebtedness (x) upon the occurrence of a Bankruptcy Event, to receive receive, pursuant to and in accordance with subparagraph 6P(ii), cash, property and securities otherwise payable or deliverable to the Trustee Registered Holders, or such Holder or, (y) under the conditions specified in Section 1303subparagraph 6P(iii), to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303subparagraph.

Provisions Solely to Define Relative Rights. The provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; , or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; Indebtedness or (c) prevent the Trustee or the Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article 11 of the holders of Senior Indebtedness (1) in any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, arrangement, reorganization or other similar case or proceeding 103 in connection therewith, or any liquidation, dissolution or other winding-up, or any assignment for the benefit of creditors or other marshaling of assets and liabilities referred to receive in Section 11.2 hereof, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130311.3, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.3(c) hereof. The failure to make a payment on account of principal of, premium, if any, or interest on the penultimate paragraph in Section 1303Notes by reason of any provision of this Article 11 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Provisions Solely to Define Relative Rights. The It is understood that the provisions of this Article are and are intended solely for the purpose purposes of defining the relative rights of the Holders holders of this Indebtedness, on the one hand hand, and the holders of the Senior Indebtedness Indebtedness, on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes terms of this Indebtedness is intended to or shall (a) impair, as among the Company, its creditors other than the holders of Senior Indebtedness Indebtedness, and the Holders holders of the Junior Subordinated Notesthis Indebtedness, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders holders of the Junior Subordinated Notes this Indebtedness the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes this Indebtedness as and when the same shall become due and payable in accordance with their its terms; , or (b) is intended to or shall affect the relative rights against the Company of the Holders holders of the Junior Subordinated Notes this Indebtedness and creditors of the Company other than the holders of the Senior Indebtedness; , nor shall anything herein or (c) therein prevent the Trustee or the Holder any holder of any Junior Subordinated Note this Indebtedness from exercising all remedies otherwise permitted by applicable law upon default under this IndentureIndebtedness, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive in respect of cash, property and or securities otherwise payable or deliverable to of the Trustee or Company received upon the exercise of any such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303remedy.

Provisions Solely to Define Relative Rights. The provisions of this Article Section 15 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article Section 15 or elsewhere in this Indenture Agreement or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its their creditors other than holders of their Senior Indebtedness and the Holders of the Junior Subordinated NotesHolders, the obligation Obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the any Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article Section 15 of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to receive in Section 15.02, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee such Holder, or such Holder or, (2) under the conditions specified in Section 130315.03, to prevent any payment prohibited by such Section section or enforce their rights pursuant to Section 15.03(c). The failure to make a payment in respect of principal of, premium, if any, or interest on the penultimate paragraph in Notes by reason of any provision of this Section 130315 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the CompanyCompany or any Guarantor, as applicable, its creditors other than holders of Senior Indebtedness Debt and the Holders of the Junior Subordinated NotesSecurities with the Guarantees endorsed thereon, the obligation of the CompanyCompany or any Guarantor, as applicable, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior IndebtednessDebt, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities with the Guarantees endorsed thereon the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company or any Guarantor, as applicable, of the Holders of the Junior Subordinated Notes Securities with the Guarantees endorsed thereon and creditors of the Company or any -100- 109 Guarantor, as applicable, other than the holders of Senior IndebtednessDebt; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security with the Guarantees endorsed thereon from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness (and, in the case of Section 1415, the holders of Existing Subordinated Indebtedness and Entitled Persons in respect of Other Financial Obligations) on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the CompanyCorporation, its creditors other than holders of Senior Indebtedness Indebtedness, Entitled Persons in respect of Other Financial Obligations and the Holders of the Junior Subordinated NotesSecurities, the obligation of the CompanyCorporation, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior IndebtednessIndebtedness and the rights under Section 1415 of Entitled Persons in respect of Other Financial Obligations, is intended to rank equally with all other general obligations of the CompanyCorporation), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Corporation of the Holders of the Junior Subordinated Notes Securities and creditors of the Company Corporation other than the holders of Senior IndebtednessIndebtedness and of Existing Subordinated Indebtedness and of Entitled Persons in respect of Other Financial Obligations; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness Indebtedness, and under Section 1415 of Entitled Persons in respect of Other Financial obligations, to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 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 the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder. (d) Solely with respect to any series of Securities issued by the Company on or after the date of this First Supplemental Indenture, under Article XIV Section 1415(c) through (f) of the conditions specified in Section 1303, Indenture shall be deleted and shall have no effect with respect to prevent any payment prohibited by such Section series of Securities issued on or enforce their rights pursuant to after the penultimate paragraph in Section 1303date of this First Supplemental Indenture.

Provisions Solely to Define Relative Rights. The provisions of this Article 12 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 12 or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the CompanyIssuers, its their creditors other than holders of their Senior Indebtedness and the Holders Holders, the Obligation of the Junior Subordinated Notes, the obligation of the CompanyIssuers, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Issuers of the Holders of the Junior Subordinated Notes and creditors of the Company Issuers other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the any Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article 12 of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Issuers referred to receive in Section 12.02, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130312.03, to prevent any payment prohibited by such Section section or enforce their rights pursuant to Section 12.03(c). The failure to make a payment in respect of principal of, premium, if any, or interest on the penultimate paragraph in Section 1303Notes by reason of any provision of this Article 12 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of Debentures on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or Debentures shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesDebentures, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 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 the Junior Subordinated Notes Debentures the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Debentures as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Debentures and creditors of the Company Company, as the case may be, other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and 11 are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand hand, and the holders of Senior Indebtedness Indebtedness, on the other hand. Nothing contained in this Article 11 or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its the creditors of the Company other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal ofPrincipal Amount at Maturity, premiumIssue Price, Accrued Original Issue Discount, cash due upon conversion, Redemption Price, Purchase Price or Contingent Cash Interest, if any, and interest (including Additional Interest) on as the Junior Subordinated Notes case may be, in respect of the Securities as and when the same shall become due and payable in accordance with their termsthe terms of the Securities and this Indenture; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 11 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article Agreement are and are intended solely for the purpose of defining the relative rights of the Holders holders of the Subordinated Notes on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture Agreement or in the Junior Subordinated Notes (including, without limitation, the failure of any Noteholder to bring an Enforcement Action which is barred under the provisions of this Agreement) is intended to or shall (ai) impair, as among the CompanyIssuer, its creditors (other than holders of Senior Indebtedness Indebtedness) and the Holders of the Junior Subordinated NotesNoteholders, the obligation of the CompanyIssuer, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Noteholders the principal of, premium, if anyand premium and interest on, and interest (including Additional Interest) on any other amount payable by the Junior Issuer under, the Subordinated Notes as and when the same shall become due and payable in accordance with their its terms; or (bii) affect the relative rights against the Company Issuer of the Holders of the Junior Subordinated Notes Noteholders and its creditors of the Company (other than the holders of Senior Indebtedness); or (ciii) prevent the Trustee or Noteholders from accelerating the Holder of any Junior Subordinated Note from Obligations and exercising all other remedies otherwise permitted by applicable law upon a default under the Subordinated Notes after the payment in full in Cash of the Senior Indebtedness and termination of commitments to make advances or issue letters of credit under the Senior Credit Agreement or otherwise in accordance with the provisions of this IndentureAgreement; or (iv) constitute or effect a waiver of any claims, subject defenses or rights of such Noteholders which may be available to them in an action by or against the rights, if any, under this Article of Issuer or any other creditor (other than the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Indebtedness).

Provisions Solely to Define Relative Rights. The provisions of this Article Section 9 are and are intended solely for the purpose of defining the relative rights of the Holders holder of the Term Note on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article Section 9 or elsewhere in this Indenture Agreement or in the Junior Subordinated Notes Term Note is intended to or shall (ai) impair, as among the CompanyBorrower or any Guarantor, its creditors (other than holders of Senior Indebtedness Indebtedness) and the Holders of the Junior Subordinated NotesLender, the obligation of the Company, Borrower and the Guarantors which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Lender the principal of, premium, if anyand premium and interest on, and interest (including Additional Interest) on any other amount payable by the Junior Subordinated Notes Borrower under, the Term Loan, the Term Note or this Agreement as and when the same shall become due and payable in accordance with their its terms; or (bii) affect the relative rights against the Company Borrower and the Guarantors of the Holders of the Junior Subordinated Notes Lender and its creditors of the Company (other than the holders of Senior Indebtedness); or (ciii) prevent the Trustee or Lender from accelerating the Holder of any Junior Subordinated Note from Term Loan and all other Obligations and exercising all other remedies otherwise permitted by applicable law upon default under this IndentureAgreement, subject to the rights, if any, under this Article Section 9 of the holders of Senior Indebtedness (x) upon the occurrence of a Bankruptcy Event, to receive receive, pursuant to and in accordance with Section 9.2, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orLender, (y) under the conditions specified in Section 1303, 9.3. to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in (z) under Section 13039.4.

Provisions Solely to Define Relative Rights. The provisions of this Article Seventeen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of 105 Senior Indebtedness on the other hand. Nothing contained in this Article Seventeen or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article Seventeen of the holders of Senior Indebtedness, is intended to rank equally with all other general unsecured obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Seventeen of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions ------------------------------------------- of this Article are and are intended solely for the purpose of defining the relative rights of the Holders Noteholder on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Note is intended to or shall (a) impair, as among the CompanyPartnership, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes, Noteholder the obligation of the CompanyPartnership, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Noteholder the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Note as and when the same shall become due and payable in accordance with their its terms; or (b) affect the relative rights against the Company Partnership of the Holders of the Junior Subordinated Notes Noteholder and creditors of the Company Partnership other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Noteholder from exercising all remedies otherwise permitted by applicable law upon default under this Indenturethe Note, subject to the rights, if any, under this Article of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Partnership referred to receive in Section 5.2, to receive, pursuant to and in accordance with such Section, cash, ----------- property and securities otherwise payable or deliverable to the Trustee Noteholder, or such Holder or, (2) under the conditions specified in Section 13035.3, to prevent any payment ----------- prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303.5.3(c). --------------

Provisions Solely to Define Relative Rights. The ------------------------------------------- provisions of this Article are Agreement are, and are intended solely solely, for the purpose of defining the relative rights of the Holders Noteholders on the one hand and of the holders of Senior Indebtedness Banks on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Agreement is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness between Borrower and the Holders of the Junior Subordinated NotesNoteholders, the obligation of the CompanyBorrower, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes all TCW Indebtedness as and when the same shall become due and payable in accordance with their its terms; or (b) affect the relative rights against the Company Borrower of the Holders of the Junior Subordinated Notes Noteholders and any creditors of the Company Borrower other than the holders of Senior IndebtednessBanks; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Noteholders from exercising all remedies otherwise permitted by applicable law upon default under this Indenturethe TCW Agreement, subject to the rightsrights of the Banks, if anyapplicable, under this Article Agreement. Nothing contained in this Agreement is intended to or shall (a) impair, as between Borrower and the Banks, the obligation of Borrower, which is absolute and unconditional, to pay all Bank Indebtedness as and when the same shall become due and payable in accordance with its terms; (b) affect the relative rights against Borrower of the holders Banks and any creditors of Senior Indebtedness to receive cashBorrower other than the Noteholders; or (c) prevent the Banks from exercising all remedies otherwise permitted by applicable law upon default under the Bank Agreement, property and securities otherwise payable or deliverable subject to the Trustee or such Holder orrights of the Noteholders, if applicable, under this Agreement. Without the conditions specified in Section 1303consent of the Borrower, to prevent any payment prohibited the provisions of this Agreement defining the relative rights of the Noteholders and the Banks may be modified by such Section or enforce their the Noteholders and the Banks without modifying the rights pursuant of the Borrower, provided that Agent Noteholder and Agent Lender shall give notice thereof to the penultimate paragraph in Section 1303Borrower.

Provisions Solely to Define Relative Rights. The provisions of this Article Section 14 are and are intended solely for the purpose of defining the relative rights of the Holders Lender and the Junior Creditors on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article Section 14 or elsewhere in this Indenture Agreement or in the Junior Subordinated Notes Subsidiary Guarantees is intended to or shall (a) impair, as among the Companya Guarantor, its creditors other than holders of Guarantor Senior Indebtedness of such Guarantor and the Holders of the Junior Subordinated NotesCreditors, the obligation of the Companysuch Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article Section 14 of the holders of Guarantor Senior IndebtednessIndebtedness of such Guarantor, is intended to rank equally with all other general unsecured obligations of the Companysuch Guarantor), to pay to the Holders of the Junior Subordinated Notes Creditors the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders such Guarantor of the Junior Subordinated Notes Creditors and creditors of the Company such Guarantor other than the holders of Guarantor Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Creditor from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, Agreement subject to the rights, if any, under provisions of this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 130314.

Provisions Solely to Define Relative Rights. The provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 11 or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Companyany Issuer, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesHolders, the obligation of the CompanyIssuers, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Issuers of the Holders of the Junior Subordinated Notes and creditors of the Company Issuers other than the holders of Senior Sen- ior Indebtedness; or (c) prevent the Trustee or the any Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article 11 of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Issuers referred to receive in Section 11.02 hereof, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130311.03, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c) hereof. The failure to make a payment on account of principal of, premium, if any, or interest on the penultimate paragraph in Section 1303Notes by reason of any provision of this Article 11 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Provisions Solely to Define Relative Rights. The provisions of this Article Section 9.1 are and are intended solely for the purpose of defining the relative rights of the Holders of the Bonds on the one hand and the holders of Company Senior Indebtedness on the other hand. Nothing contained in this Article Section 9.1 or elsewhere in this Supplemental Indenture or in the Junior Subordinated Notes Bonds or the Guarantee is intended to or shall (a) impair, as among between the Company, its creditors other than holders of Senior Indebtedness Company and the Holders of the Junior Subordinated NotesBonds, the obligation obligations of the Company, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Bonds principal of and (subject to Section 307 of the principal of, premium, if any, Base Indenture and Section 2.2 of this Supplemental Indenture) interest (including any Deferred Interest and Additional InterestAmounts) on and any make-whole or present value payment in respect of the Junior Subordinated Notes as Bonds and pay the consideration deliverable upon conversion of the Bonds, when and in the manner the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Bonds and creditors of the Company other than then their rights in relation to the holders of Company Senior Indebtedness; or (c) prevent the Trustee or the a Holder of any Junior Subordinated Note Bonds from exercising all remedies otherwise permitted by applicable law upon default under this IndentureSupplemental Indenture or the Base Indenture including, without limitation, filing and voting claims in any Company Proceeding, subject to the rights, if any, under this Article Section 9.1 of the holders of Company Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this the Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Companyany Guarantor, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, such Guarantor which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company any Guarantor of the Holders of the Junior Subordinated Notes Securities and creditors of the Company such Guarantor other than the holders of Senior IndebtednessIndebtedness of such Guarantor; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the express limitations set forth in Article Five of the Indenture and to the rights, if any, under this Article of the holders of Senior Indebtedness of such Guarantor (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of such Guarantor referred to receive in Section 302, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 1303303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Section.

Provisions Solely to Define Relative Rights. The provisions of this Article Fourteen are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article Fourteen or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness Debt and the Holders of the Junior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior IndebtednessDebt; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article Fourteen of the holders of Senior Indebtedness Debt (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to receive in Section 14.2, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130314.3, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 14.3(c). The failure to make a payment on the penultimate paragraph in Section 1303Notes by reason of any provision of this Article Fourteen shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness Debt of the Corporation and the Guarantor, respectively, on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities or Guarantees, as the case may be, is intended to or shall (a) impair, as among between the CompanyCorporation or the Guarantor, its creditors other than holders of Senior Indebtedness as the case may be, and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)Corporation or the Guarantor, as the case may be, which are absolute and unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including any Additional Interest) on the Junior Subordinated Notes Securities or the Guarantees, as the case may be, as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Corporation or the Guarantor, as the case may be, of the Holders of the Junior Subordinated Notes Securities and creditors of the Company Corporation and the Guarantor, respectively, other than their rights in relation to the holders of Senior IndebtednessDebt of the Corporation or the Guarantor, as the case may be; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security (or to the extent expressly provided herein, the holder of any Capital Security) from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, including filing and voting claims in any Proceeding, subject to the rights, if any, under this Article of the holders of Senior Indebtedness Debt of the Corporation or the Guarantor, as the case may be, to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Debt and Subordinated Indebtedness of the Issuer on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the CompanyIssuer, its creditors other than holders of Senior Debt and Subordinated Indebtedness of the Issuer and the Holders of the Junior Subordinated NotesSecurities, the obligation of the CompanyIssuer, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior IndebtednessDebt and Subordinated Indebtedness of the Issuer, is intended to rank equally with all other general obligations of the CompanyIssuer), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premiumPrincipal and interest and Additional Amounts, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Issuer of the Holders of the Junior Subordinated Notes Securities and creditors of the Company Issuer other than the holders of Senior IndebtednessDebt and Subordinated Indebtedness of the Issuer; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Debt and Subordinated Indebtedness of the Issuer to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The ------------------------------------------------ provisions of this Article 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 10 or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Notes from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 10 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.