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 Debt of a Subsidiary Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees is intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor), to guarantee payment to the Holders of the Securities of the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor of the Holders of the Securities and creditors of such Subsidiary Guarantor other than the holders of Senior Debt of such Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any 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 of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

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 Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary any Guarantor, its creditors other than holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and of, premium, if any) , and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor each of the Guarantors of the Holders of the Securities and creditors of such Subsidiary Guarantor each of the Guarantors other than the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Trustee or the Holder of any 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 Guarantor Senior Debt Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of a Subsidiary Guarantor 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, or (2) under the conditions specified in Section 1418, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 1418(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 Debt Indebtedness of a the Subsidiary Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities or in any Subsidiary Guarantees Guarantee is intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such between the Subsidiary Guarantor and the Holders of the Securities, the obligation obligations of such the Subsidiary Guarantor, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and premium, if any) and interest on the Securities any payment pursuant to any Subsidiary Guarantee as and when the same shall become due and payable in accordance with their its terms; or (b) affect the relative rights against a the Subsidiary Guarantor of the Holders of the Securities and creditors of such the Subsidiary Guarantor other than their rights in relation to the holders of Senior Debt Indebtedness of such the Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this IndentureIndenture or any Subsidiary Guarantee including, without limitation, filing and voting claims in any Proceeding, subject to the rights, if any, under this Article of the holders of Senior Debt Indebtedness of a the Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

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 Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a the Company or any Subsidiary Guarantor, its their respective creditors other than holders of Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the Securities, the obligation obligations of such the Company and the Subsidiary GuarantorGuarantors, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, is are intended to rank equally with all other general obligations of such the Company and the Subsidiary GuarantorGuarantors), to guarantee payment pay to the Holders of the Securities of the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a the Company and the Subsidiary Guarantor Guarantors of the Holders of the Securities and creditors of such the Company and the Subsidiary Guarantor Guarantors other than the holders of Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Trustee or the Holder of any 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 of a Subsidiary Guarantor Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

Provisions Solely to Define Relative Rights. The provisions of Sections 1316 through 1329 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 Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary any Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment make payments to the Holders of the Securities in respect of its obligations under the principal of (and premium, if any) and interest on the Securities Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor each of the Guarantors of the Holders of the Securities and creditors of such Subsidiary Guarantor each of the Guarantors other than the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; or (c) prevent the Trustee or the Holder of any 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 Guarantor Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of a Subsidiary Guarantor creditors or other marshaling of assets and liabilities of the Guarantors referred to receive in Section 1317, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 1318, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 1318(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 on the one hand and the holders of Senior Debt Indebtedness of a Subsidiary Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees is intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt Indebtedness of such Subsidiary Guarantor and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor), to guarantee payment to the Holders of the Securities of the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor of the Holders of the Securities and creditors of such Subsidiary Guarantor other than the holders of Senior Debt Indebtedness of such Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any 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 Indebtedness of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

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 on the one hand and the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article Thirteen or elsewhere in this Indenture or in the Subsidiary Guarantees Securities or the Guaranty is intended to or shall (a) impair, as among a Subsidiary the Guarantor, its creditors other than holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the SecuritiesSecurities of each series issued hereunder, the obligation of such Subsidiary the Guarantor, which is absolute and unconditional (and whichunconditional, subject to pay the Holders pursuant to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended Guaranty with respect to rank equally with all other general obligations of such Subsidiary Guarantor), to guarantee payment to the Holders of the Securities of the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their termssuch series; or (b) affect the relative rights against a Subsidiary the Guarantor of the Holders of the Securities and creditors of such Subsidiary the Guarantor other than the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Thirteen of the holders of Guarantor Senior Debt Indebtedness (1) in any liquidation of a Subsidiary Guarantor the Guarantor, whether voluntary or involuntary, or bankruptcy, insolvency, receivership or similar proceedings, as referred to receive in Section 13.4, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 13.6, to prevent any payment prohibited by such Section.

Provisions Solely to Define Relative Rights. The provisions of this Article Eighteen are and are intended solely for the purpose of defining the relative rights of the Holders of any Security entitled to the benefits of a Guarantee on the one hand and the holders of Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article Eighteen or elsewhere in this Indenture or in the Subsidiary Guarantees or the Securities is intended to or shall (a) impair, as among a Subsidiary the Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of any Security entitled to the Securitiesbenefits of a Guarantee, the obligation of such Subsidiary the Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article Eighteen of the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness, is intended to rank equally with all other general obligations of such Subsidiary the Guarantor), to guarantee payment pay to the Holders of any Security entitled to the Securities benefits of a Guarantee on account of the principal of (and of, premium, if any) , and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary the Guarantor of the Holders of any Security entitled to the Securities benefits of a Guarantee and creditors of such Subsidiary the Guarantor other than the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; or (c) prevent the Trustee or the Holder of any Security entitled to the benefits of a Guarantee from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Eighteen of the holders of Senior Debt of a Subsidiary Guarantor Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

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 Debt of a Subsidiary Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary any Guarantor, its creditors other than holders of Senior Guarantor Debt of such Subsidiary Guarantor and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment make payments to the Holders of the Securities in respect of its obligations under the principal of (and premium, if any) and interest on the Securities Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor each of the Guarantors of the Holders of the Securities and creditors of such Subsidiary Guarantor each of the Guarantors other than the holders of Senior Debt of such Subsidiary GuarantorGuarantor Debt; or (c) prevent the Trustee or the Holder of any 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 Debt (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of a Subsidiary Guarantor creditors or other marshaling of assets and liabilities of the Guarantors 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, or (2) under the conditions specified in Section 14.18, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 14.18(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 on the one hand and the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this the Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such between any Subsidiary Guarantor and the Holders of the SecuritiesHolders, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and premium, if any) and interest on the Securities pursuant to it s Subsidiary Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a such Subsidiary Guarantor of the Holders of the Securities and creditors of such Subsidiary Guarantor other than the their rights in relation to holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Trustee or the any Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article of the holders of Guarantor Senior Debt of a Indebtedness. If any Subsidiary Guarantor fails because of this Article to receive cashpay principal (or premium, property and securities otherwise payable if any) or deliverable interest on a Security pursuant to its Subsidiary Guarantee on the Trustee due date, the failure is still a default or such HolderEvent of Default.

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 on the one hand and the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article Thirteen or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary the Guarantor, its creditors other than holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the SecuritiesSecurities of each series issued hereunder, the obligation of such Subsidiary the Guarantor, which is absolute and unconditional (and whichunconditional, subject to pay the Holders pursuant to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended Guaranty with respect to rank equally with all other general obligations of such Subsidiary Guarantor), to guarantee payment to the Holders of the Securities of the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their termssuch series; or (b) affect the relative rights against a Subsidiary the Guarantor of the Holders of the Securities and creditors of such Subsidiary the Guarantor other than the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Thirteen of the holders of Guarantor Senior Debt Indebtedness (1) in any liquidation of a Subsidiary Guarantor the Guarantor, whether voluntary or involuntary, or bankruptcy, (faillissement) insolvency, moratorium of payments (surseance van betaling), receivership or suspension of payments, as referred to receive in Section 13.4, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 13.6, to prevent any payment prohibited by such Section.

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 Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary Guarantorthe Partnership, its the Guarantor (if the Securities are Guaranteed Securities), their respective creditors other than holders of Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the Securities, the obligation of such Subsidiary Guarantorthe Partnership and the Guarantor (if the Securities are Guaranteed Securities), which is absolute and unconditional (and which, subject to the rights under this Article Seventeen of the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, is intended to rank equally with all other general obligations of such Subsidiary Guarantorthe Partnership and the Guarantor (if the Securities are Guaranteed Securities), to guarantee payment pay to the Holders of the Securities of the principal of (and premium, if any) , and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary the Partnership or the Guarantor (if the Securities are Guaranteed Securities) of the Holders of the Securities and creditors of such Subsidiary the Partnership or the Guarantor (if the Securities are Guaranteed Securities) other than the holders of Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Trustee or the Holder of any 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 of a Subsidiary Guarantor Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

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 Indebtedness of a each Subsidiary Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a the Subsidiary GuarantorGuarantors, its their creditors other than holders of Senior Debt Indebtedness of such the Subsidiary Guarantor Guarantors and the Holders of the Securities, the obligation of such each Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a any Subsidiary Guarantor of the Holders of the Securities and creditors of such Subsidiary Guarantor other than the holders of Senior Debt Indebtedness of such Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any 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 Indebtedness of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

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 Debt Indebtedness of a Subsidiary each Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor between the Guarantors and the Holders of the Securities, the obligation obligations of such Subsidiary each Guarantor, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary any Guarantor of the Holders of the Securities and creditors of such Subsidiary Guarantor other than their rights in relation to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this IndentureIndenture including, without limitation, filing and voting claims in any Guarantor Proceeding, subject to the rights, if any, under this Article of the holders of Senior Debt Indebtedness of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

Provisions Solely to Define Relative Rights. The provisions of Section 2.16 through 2.30 of this Article are and Supplemental 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 Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this the Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, impair as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and of, premium, if any) , and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor of the Holders of the Securities and creditors of such Subsidiary Guarantor other than the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article of the holders of Senior Debt 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 a Subsidiary Guarantor referred to receive in Section 2.17 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, or (2) under the conditions specified in Section 2.18 of this Supplemental Indenture, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 2.18(c) of this Supplemental Indenture.

Provisions Solely to Define Relative Rights. The provisions of this Article Eighteen 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 Guarantor Senior Debt Indebtedness of a Subsidiary Guarantor the respective Guarantors, on the other hand. Nothing contained in this Article Eighteen or elsewhere in this Indenture or in the Subsidiary Guarantees Securities or Coupons or any Guarantee is intended to or shall shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary between any Guarantor and the Holders of the SecuritiesSecurities or Coupons, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (unconditional, to make all payment due under its Guarantee as and when the same shall become due and payable in accordance with the terms of such Guarantee and this Indenture and which, subject to the rights under this Article Eighteen of the holders of Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor), to guarantee payment to the Holders of the Securities of the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or or (b) affect the relative rights against a Subsidiary any Guarantor of the Holders of the Securities or Coupons and creditors of such Subsidiary Guarantor other than the holders of Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor; or , or (c) prevent the Trustee or the Holder of any 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 Eighteen of the holders of Guarantor Senior Debt Indebtedness of a Subsidiary any Guarantor to receive cash, property and or securities otherwise payable or deliverable to the Trustee or such Holder.

Provisions Solely to Define Relative Rights. The provisions of Sections 1316 through 1329 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 Debt of a Subsidiary Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary any Guarantor, its creditors other than holders of Senior Guarantor Debt of such Subsidiary Guarantor and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment make payments to the Holders of the Securities in respect of its obligations under the principal of (and premium, if any) and interest on the Securities Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor each of the Guarantors of the Holders of the Securities and creditors of such Subsidiary Guarantor each of the Guarantors other than the holders of Senior Debt of such Subsidiary GuarantorGuarantor Debt; or (c) prevent the Trustee or the Holder of any 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 Debt (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of a Subsidiary Guarantor creditors or other marshaling of assets and liabilities of the Guarantors referred to receive in Section 1317, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 1318, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 1318(c).

Provisions Solely to Define Relative Rights. The provisions of this Article XIV are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities under the Guarantees on the one hand and the holders of Senior Debt of a Subsidiary the Guarantor on the other hand. Nothing contained in this Article XIV or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary between the Guarantor and the Holders of the Securities, the obligation obligations of such Subsidiary Guarantorthe Guarantor under the Guarantees, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and premium, if any) any premium and interest (including any Additional Interest) on the Securities as and when the same shall become due and payable in accordance with their terms; or , (b) affect the relative rights against a Subsidiary the Guarantor of the Holders of the Securities under the Guarantees and creditors of such Subsidiary the Guarantor other than their rights in relation to the holders of Senior Debt of such Subsidiary Guarantor; the Guarantor or (c) prevent the Trustee or the Holder of any 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 XIV of the holders of Senior Debt of a Subsidiary the Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder. In addition, nothing contained in this Article XIV is intended to or shall apply to or affect any amounts payable or paid to the Trustee (including in its individual capacity) pursuant to Sections 1.15 or 6.6.

Provisions Solely to Define Relative Rights. The subordination provisions of this Article Thirteen 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 Guarantor Senior Debt of a any Subsidiary Guarantor and, to the extent set forth in Section 13.06, holders of Designated Senior Debt on the other hand. Nothing contained in this Article Thirteen or elsewhere in this Indenture or in the Subsidiary Guarantees Notes is intended to or shall (a) impair, as among a each Subsidiary Guarantor, its creditors other than holders of its Guarantor Senior Debt of such Subsidiary Guarantor and the Holders of the SecuritiesNotes, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment make payments to the Holders in respect of the Securities of the principal of (and premium, if any) and interest on the Securities its obligations under its Subsidiary Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a such Subsidiary Guarantor of the Holders of the Securities Notes and creditors of such Subsidiary Guarantor other than the holders of the Guarantor Senior Debt of such Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any Security Note from exercising all remedies otherwise permitted by applicable law upon default Default or an Event of Default under this Indenture, subject to the rights, if any, under the subordination provisions of this Article Thirteen of the holders of Guarantor Senior Debt of a such Subsidiary Guarantor hereunder and, to receive the extent set forth in Section 13.06, holders of Designated Senior 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 Subsidiary Guarantor referred to in Section 13.05, to receive, pursuant to and in accordance with such Section, cash, property and securities 168 otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 13.06, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 13.06(c). The failure by any Subsidiary Guarantor to make a payment in respect of its obligations under its Subsidiary Guarantee by reason of any provision of this Article Thirteen 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 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 Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary any Guarantor, its creditors other than holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and of, premium, if any) , and interest on on, the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor each of the Guarantors of the Holders of the Securities and creditors of such Subsidiary Guarantor each of the Guarantors other than the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Trustee or the Holder of any 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 Guarantor Senior Debt Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of a Subsidiary Guarantor 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, or (2) under the conditions specified in Section 1418, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 1418(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 Debt Indebtedness of a Subsidiary each Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor between the Guarantors and the Holders of the Securities, the obligation obligations of such Subsidiary each Guarantor, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary any Guarantor of the Holders of the Securities and creditors of such Subsidiary Guarantor other than their rights in relation to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this IndentureIndenture including, without limitation, filing and voting claims in any Guarantor Proceeding, subject to the rights, if any, under this Article of the holders of Senior Debt Indebtedness of a Subsidiary 105 113 Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article Section 19 are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities under the Guarantees on the one hand and the holders of Senior Debt of a Subsidiary the Guarantor on the other hand. Nothing contained in this Article Section 19 or elsewhere in this Indenture Note Purchase Agreement or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary between the Guarantor and the Holders of the Securities, the obligation obligations of such Subsidiary Guarantorthe Guarantor under the Guarantees, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and premium, if any) any premium and interest (including any Additional Interest) on the Securities as and when the same shall become due and payable in accordance with their terms; or , (b) affect the relative rights against a Subsidiary the Guarantor of the Holders of the Securities under the Guarantees and creditors of such Subsidiary the Guarantor other than their rights in relation to the holders of Senior Debt of such Subsidiary Guarantor; the Guarantor or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this IndentureNote Puchase Agreement, including filing and voting claims in any Proceeding, subject to the rights, if any, under this Article Section 20 of the holders of Senior Debt of a Subsidiary the Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

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 on the one hand and the holders of Senior Debt of a and Senior Subordinated Debt and Subsidiary Guarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt on the other hand. Nothing contained in this Article Fourteen or elsewhere in this Exchange Indenture or in the Subsidiary Guarantees Exchange Debentures is intended to or shall (a) impair, as among a Subsidiary Guarantorthe Company, its creditors other than holders of Senior Debt of such Subsidiary Guarantor and Senior Subordinated Debt and the Holders of the SecuritiesExchange Debentures, the obligation of such Subsidiary Guarantorthe Company, which is absolute and unconditional (and which, subject to the rights under this Article Fourteen of the holders of Senior Debt of such Subsidiary Guarantorand Senior Subordinated Debt, is intended to rank equally with all other general obligations of such Subsidiary Guarantor), the Company) to guarantee payment pay to the Holders of the Securities of Exchange Debentures the principal of (and premium, if any) and interest on the Securities Exchange Debentures as and when the same shall become due and payable in accordance with their terms; or (b) impair, as among the Subsidiary Debentures Guarantors, their creditors other than holders of Subsidiary Guarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt and the Holders of the Exchange Debentures, the obligation of the Subsidiary Debentures Guarantors, which is absolute and unconditional (and which, subject to the rights under this Article Fourteen of the holders of Subsidiary Guarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt, is intended to rank equally with all other general obligations of the Subsidiary Debentures Guarantors) to pay to the Holders of the Exchange Debentures the principal of (and premium, if any) and interest on the Exchange Debentures as and when the same shall become due and payable in accordance with their terms; or (c) affect the relative rights against a Subsidiary Guarantor the Company of the Holders of the Securities Exchange Debentures and creditors of such Subsidiary Guarantor the Company other than the holders of Senior Debt and Senior Subordinated Debt or the relative rights against the Subsidiary Debentures Guarantors of such the Holders of the Exchange Debentures and creditors of the Subsidiary GuarantorDebentures Guarantors other than the Holders of Subsidiary Guarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt; or (cd) prevent the Debentures Trustee or the Holder of any Security Exchange Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Exchange Indenture, subject to the rights, if any, under this Article Fourteen of the holders of Senior Debt of a and Senior Subordinated Debt and Subsidiary Guarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt to receive cash, property and securities otherwise payable or deliverable to the Debentures Trustee or such Holder.. The holders of the Senior Debt and the Credit Facility Agent, as the case may be, shall be entitled to enforce the provisions of this Article Fourteen against the Company, the Subsidiary Notes Guarantors, the Holders of the Exchange Debentures and the Debentures Trustee. 133 122

Provisions Solely to Define Relative Rights. The provisions of this Article Eighteen are and are intended solely for the purpose of defining the relative rights of the Holders of any Security entitled to the benefits of a Guarantee on the one hand and the holders of Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article Eighteen or elsewhere in this Indenture or in the Subsidiary Guarantees or the Securities is intended to or shall (a) impair, as among a Subsidiary the Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of any Security entitled to the Securitiesbenefits of a Guarantee, the obligation of such Subsidiary the Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article Eighteen of the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness, is intended to rank equally with all other general obligations of such Subsidiary the Guarantor), to guarantee payment pay to the Holders of any Security entitled to the Securities benefits of a Guarantee on account of the principal of (and of, premium, if any) , and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary the Guarantor of the Holders of any Security entitled to the Securities benefits of a Guarantee and creditors of such Subsidiary the Guarantor other than the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; or (c) prevent the Trustee or the Holder of any Security entitled to the benefits of a Guarantee from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Eighteen of the holders of Senior Debt of a Subsidiary Guarantor Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.. 112

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 of a Subsidiary Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees is intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor), to guarantee payment to the Holders of the Securities of the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor of the Holders of the Securities and creditors of such Subsidiary Guarantor other than the holders of Senior Debt of such Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any 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 of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.. 57

Provisions Solely to Define Relative Rights. The provisions of this Article Eighteen are and are intended solely for the purpose of defining the relative rights of the Holders of any Security entitled to the benefits of a Guarantee on the one hand and the holders of Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article Eighteen or elsewhere in this Indenture or in the Subsidiary Guarantees or the Securities is intended to or shall (a) impair, as among a Subsidiary the Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of any Security entitled to the Securitiesbenefits of a Guarantee, the obligation of such Subsidiary the Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article Eighteen of the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness, is intended to rank equally with all other general obligations of such Subsidiary the Guarantor), to guarantee payment pay to the Holders of any Security entitled to the Securities benefits of a Guarantee on account of the principal of (and of, premium, if any) , and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary the Guarantor of the Holders of any Security entitled to the Securities benefits of a Guarantee and creditors of such Subsidiary the Guarantor other than the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; or (c) prevent the Trustee or the Holder of any Security entitled to the benefits of a Guarantee from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Eighteen of the holders of Senior Debt of a Subsidiary Guarantor Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.. 113

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 of a each Subsidiary Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture Indenture, in any supplemental indenture, in the Securities or in the Subsidiary Guarantees is intended to or shall (a) impair, as among a any Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor and the Holders of the Securities, the obligation of such each Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor), to guarantee payment pay to the Holders the payments of the all amounts due on such Securities of the principal of (and premium, if any) and interest on the Securities pursuant to its Subsidiary Guarantee as and when the same shall become due and payable in accordance with their termsthe terms of such Subsidiary Guarantee; or (b) affect the relative rights against a any Subsidiary Guarantor of the Holders of the such Securities and creditors of such Subsidiary Guarantor other than the holders of Senior Debt of such Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any such 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 of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such HolderHolder or to prohibit Subsidiary Guarantor Payments under the circumstances set forth in Section 1403.

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 on the one hand and the holders of Senior Debt of a Indebtedness and Subsidiary Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article Fourteen or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary Guarantorthe Company, its creditors (other than holders of Senior Debt of such Subsidiary Guarantor Indebtedness) and the Holders of the Securities, the obligation of such Subsidiary Guarantorthe Company, which is absolute and unconditional (and which, subject to the rights under this Article Fourteen of the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, is intended to rank equally with all other general obligations of such Subsidiary Guarantor), the Company) to guarantee payment pay to the Holders of the Securities of the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) impair, as among the Subsidiary Guarantors, their creditors (other than holders of Subsidiary Guarantor Senior Indebtedness) and the Holders of the Securities, the obligation of the Subsidiary Guarantors, which is absolute and unconditional (and which, subject to the rights under this Article Fourteen of the holders of Subsidiary Guarantor Senior Indebtedness, is intended to rank equally with all other general obligations of the Subsidiary Guarantors) to pay to the Holders of the Securities the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (c) affect the relative rights against a Subsidiary Guarantor the Company of the Holders of the Securities and creditors of such Subsidiary Guarantor the Company (other than the holders of Senior Debt Indebtedness) or the relative rights against the Subsidiary Guarantors of such the Holders of the Securities and creditors of the Subsidiary GuarantorGuarantors (other than the Holders of Subsidiary Guarantor Senior Indebtedness); or (cd) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Fourteen of the holders of Senior Debt of a Indebtedness and Subsidiary Guarantor Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder. The holders of the Senior Indebtedness and the New Credit Facility Agent, as the case may be, shall be entitled to enforce the provisions of this Article Fourteen against the Company, the Subsidiary Guarantors, the Holders of the Securities and the Trustee.

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 Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary any Guarantor, its creditors other than holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and of, premium, if any) , and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor each of the Guarantors of the Holders of the Securities and creditors of such Subsidiary Guarantor each of the Guarantors other than the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; or or (c) prevent the Trustee or the Holder of any 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 Guarantor Senior Debt Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of a Subsidiary Guarantor 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, or (2) under the conditions specified in Section 1418, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 1418(c).

Provisions Solely to Define Relative Rights. The provisions of this Article Section 6 are and are intended solely for the purpose of defining the relative rights of the Holders Lenders on the one hand and the holders of Guarantor Senior Debt of a Subsidiary Guarantor on the other hand. Nothing contained in this Article Section 6 or elsewhere in this Indenture or in the Subsidiary Guarantees Guaranty is intended to or shall (ai) impair, as among a Subsidiary Guarantor, its creditors other than holders of Guarantor Senior Debt of such Subsidiary a Guarantor and the Holders of the SecuritiesLenders, the obligation of such Subsidiary a Guarantor, which is are absolute and unconditional (and which, subject to the rights under this Article Section 6 of the holders of Guarantor Senior Debt of such Subsidiary a Guarantor, is are intended to rank equally with all other general secured obligations of such Subsidiary a Guarantor), to guarantee payment pay to the Holders of the Securities of Lenders the principal of (and premium, if any) and interest on the Securities Loans as and when the same shall become due and payable in accordance with their terms; or (bii) affect the relative rights against a Subsidiary Guarantor of the Holders of the Securities Lenders and creditors of such Subsidiary a Guarantor other than the holders of Guarantor Senior Debt of such Subsidiary GuarantorDebt; or (ciii) prevent the Trustee or the Holder of any Security Lender from exercising all remedies otherwise permitted by applicable law upon default under this IndentureGuaranty, subject to the rights, if any, under this Article Section 6 of the holders of Guarantor Senior Debt of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such HolderLender.

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 Debt of a Subsidiary the Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Securities or in the Guarantees is intended to or shall (a) impair, as among a Subsidiary the Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor the Guarantor, and the Holders of the Securities, the obligation obligations of such Subsidiary the Guarantor, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary the Guarantor, is are intended to rank equally with all other general unsecured obligations of such Subsidiary the Guarantor), to guarantee payment pay to the Holders of the Securities of pursuant to and in accordance with the Guarantees the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary the Guarantor of the Holders of the Securities and creditors of such Subsidiary the Guarantor other than the holders of Senior Debt of such Subsidiary the Guarantor; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this IndentureIndenture including, without limitation, filing and voting claims in any Guarantor Proceeding, subject to the rights, if any, under this Article of the holders of Senior Debt of a Subsidiary the Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.. Without limiting the generality of the foregoing, nothing contained in this Article will restrict the right of the Trustee or the Holders of the Securities of any series to take any action to declare the Securities of such series to be due and payable prior to their stated maturity pursuant to Section 502 or to pursue any rights or remedies hereunder. 102 112

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 and coupons on the one hand and the holders of Senior Debt of a Subsidiary Guarantor the Issuer on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary Guarantorthe Issuer, its creditors other than holders of Senior Debt of such Subsidiary Guarantor and the Holders of the SecuritiesSecurities and coupons, if any, appertaining thereto, the obligation of such Subsidiary Guarantorthe Issuer, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of and coupons, if any, appertaining thereto the principal of (and premium, if any, on) and interest on the Securities as and when the same shall become due and payable in accordance with their termsterms or impair, as among the Guarantor, its creditors and the Holders of the Securities and coupons, if any, appertaining thereto, the obligations of the Guarantor under any Guarantees, which are also absolute and unconditional; or (b) affect the relative rights against a Subsidiary the Issuer of the Holders of the Securities and coupons and creditors of the Issuer other than the holders of Senior Debt of the Issuer or affect the relative rights against the Guarantor of the Holders of the Securities and creditors of such Subsidiary Guarantor other than the holders of Senior Debt of such Subsidiary Guarantorcoupons; or (c) prevent the Trustee or the Holder of any Security or any coupon from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Article, of the holders of Senior Debt of a Subsidiary Guarantor the Issuer (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 Issuer referred to receive in Section 13.02, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (ii) under the conditions specified in Section 13.03, to prevent any payment prohibited by such Section.

Provisions Solely to Define Relative Rights. The provisions of Sections 1416 through 1429 of this Article are and Indenture are intended solely solely, for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary any Guarantor, its creditors other than holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and of, premium, if any) , and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor each of the Guarantors of the Holders of the Securities and creditors of such Subsidiary Guarantor each of the Guarantors other than the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Trustee or the Holder of any 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 Guarantor Senior Debt Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of a Subsidiary Guarantor 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, or (2) under the conditions specified in Section 1418, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 1418(c).

Provisions Solely to Define Relative Rights. The provisions of this Article are and Twelve are intended solely for the purpose of defining the relative rights of the Holders of the Subordinated Guarantees on the one hand and the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article Twelve or elsewhere in this Indenture Indenture, the Guarantees or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary Subordinated Guarantor, its creditors other than holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the SecuritiesSubordinated Guarantees, the obligation of such Subsidiary Subordinated Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and of, premium, if any) , and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary such Subordinated Guarantor of the Holders of the Securities Subordinated Guarantees and creditors of such Subsidiary Subordinated Guarantor other than the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Trustee or the Holder of any Security Subordinated Guarantees 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 Guarantor Senior Debt 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 a Subsidiary Subordinated Guarantor referred to receive in Section 1218, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder., or (2) under the conditions specified in Section 1217, to prevent any payment prohibited by such Section or enforce their rights pursuant to paragraph (c) of Section 1217. 114

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 Debt Indebtedness of a each Subsidiary Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a the Subsidiary GuarantorGuarantors, its their creditors other than holders of Senior Debt Indebtedness of such the Subsidiary Guarantor Guarantors and the Holders of the Securities, the obligation of such each Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a any Subsidiary Guarantor of the Holders of the Securities and creditors of such Subsidiary Guarantor other than the holders of Senior Debt Indebtedness of such Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any 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 Indebtedness of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder. (b) Without limiting the generality of the foregoing, nothing contained in this Article will restrict the right of the Trustee or the Holders to take any action to declare the Securities to be due and payable prior to their Stated Maturity pursuant to Section 502 of this Indenture or to pursue any rights or remedies 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 Covered Persons on the one hand and the holders of Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Convertible Debenture Guarantee Agreement is intended to or shall (a) impair, as among a Subsidiary the Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the SecuritiesCovered Persons, the obligation of such Subsidiary the Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, is intended to rank equally with all other general obligations of such Subsidiary the Guarantor), to guarantee payment pay to the Holders of Covered Persons the Securities of the principal of (and premium, if any) and interest on the Securities amounts due thereunder as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary the Guarantor of the Holders of the Securities Covered Persons and creditors of such Subsidiary Guarantor the Guarantor, as the case may be, other than the holders of Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Convertible Debenture Guarantee Trustee or the Holder of any Security Guarantee from exercising all remedies otherwise permitted by applicable law upon default under this IndentureConvertible Debenture Guarantee Agreement, subject to the rights, if any, under this Article of the holders of Senior Debt of a Subsidiary Guarantor Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Convertible Debenture Guarantee Trustee or such Holder.

Provisions Solely to Define Relative Rights. The provisions of Sections 12.15 through 12.28 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 Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article 12 or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary any Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment make payments to the Holders of the Securities in respect of its obligations under the principal of (and premium, if any) and interest on the Securities Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor each of the Guarantors of the Holders of the Securities and creditors of such Subsidiary Guarantor each of the Guarantors other than the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; or (c) prevent the Trustee or the Holder of any 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 Guarantor Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of a Subsidiary Guarantor creditors or other marshaling of assets and liabilities of the Guarantors referred to receive in Section 12.16, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 12.17, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 12.17(c).

Provisions Solely to Define Relative Rights. The provisions of this Article XIV are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities under the Guarantee on the one hand and the holders of Senior Debt of a Subsidiary the Guarantor on the other hand. Nothing contained in this Article XIV or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary between the Guarantor and the Holders of the Securities, the obligation obligations of such Subsidiary Guarantorthe Guarantor under the Guarantee, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and premium, if any) any premium and interest (including any Additional Interest) on the Securities as and when the same shall become due and payable in accordance with their terms; or , (b) affect the relative rights against a Subsidiary the Guarantor of the Holders of the Securities under the Guarantee and creditors of such Subsidiary the Guarantor other than their rights in relation to the holders of Senior Debt of such Subsidiary Guarantor; the Guarantor or (c) prevent the Trustee or the Holder of any 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 XIV of the holders of Senior Debt of a Subsidiary the Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.. In addition, nothing contained in this

Provisions Solely to Define Relative Rights. The provisions of Section 2.16 through 2.30 of this Article are and Supplemental 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 Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this the Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, impair as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and of, premium, if any) , and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor of the Holders of the Securities and creditors of such Subsidiary Guarantor other than the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article of the holders of Senior Debt Guarantor Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of a Subsidiary creditors or other marshaling of assets and liabilities of Guarantor referred to receive in Section 2.17 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, or (2) under the conditions specified in Section 2.18 of this Supplemental Indenture, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 2.18(c) of this Supplemental Indenture.

Provisions Solely to Define Relative Rights. The provisions of Sections 1416 through 4129 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 Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary any Guarantor, its creditors other than holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and of, premium, if any) , and interest on on, the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor each of the Guarantors of the Holders of the Securities and creditors of such Subsidiary Guarantor each of the Guarantors other than the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Trustee or the Holder of any 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 Guarantor Senior Debt Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of a Subsidiary Guarantor 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., or (2) under the conditions specified in Section 1418, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 1418(c). 153

Provisions Solely to Define Relative Rights. The provisions of this Article Section 10 are and are intended solely for the purpose of defining the relative rights of the Holders Noteholders on the one hand and each Administrative Agent and the holders of Guarantor Senior Debt of a Subsidiary Guarantor Obligations on the other hand. Nothing contained in this Article Section 10 or elsewhere in this Indenture Agreement or in the Subsidiary Guarantees is intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Guarantor Senior Debt Obligations of such Subsidiary Guarantor and the Holders of the SecuritiesNoteholders, the obligation Obligation of such Subsidiary GuarantorGuarantor under its Subsidiary Guarantee, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, Section 10 and Section 11 is intended to rank equally with all other general obligations unsecured Obligations of such Subsidiary Guarantor), to guarantee payment pay to the Holders of the Securities of Noteholders the principal of (and premium, if any) and interest on the Securities Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a such Subsidiary Guarantor of the Holders of the Securities Noteholders and creditors of such Subsidiary Guarantor other than the holders of Guarantor Senior Debt of such Subsidiary GuarantorObligations; or (c) subject to the restrictions set forth in this Section 10 and Section 11, prevent the Trustee or the Holder of any Security Noteholder 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 of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such HolderAgreement.

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 of a Subsidiary Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees is intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor), to guarantee payment to the Holders of the Securities of the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor of the Holders of the Securities and creditors of such Subsidiary Guarantor other than the holders of Senior Debt of such Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any 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 of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.. -72- 82

Provisions Solely to Define Relative Rights. The provisions of this Article Section 9.2 are and are intended solely for the purpose of defining the relative rights of the Holders of the Bonds under the Guarantee on the one hand and the holders of Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article Section 9.2 or elsewhere in this Supplemental Indenture or in the Subsidiary Guarantees Bonds or the Guarantee is intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary between the Guarantor and the Holders of the SecuritiesBonds, the obligation obligations of such Subsidiary Guarantorthe Guarantor under the Guarantee, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities Bonds principal of and (subject to Section 307 of the principal Base Indenture and Section 2.2 of this Supplemental Indenture) interest (including any Deferred Interest and premiumAdditional Amounts) on and any make-whole or present value payment in respect of the Bonds and pay the consideration deliverable upon conversion of the Bonds as, if any) when and interest on in the Securities as and when manner the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary the Guarantor of the Holders of the Securities Bonds and creditors of such Subsidiary the Guarantor other than then their rights in relation to the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; or (c) prevent the Trustee or the a Holder of any Security 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 Guarantor Proceeding, subject to the rights, if any, under this Article Section 9.2 of the holders of Senior Debt of a Subsidiary Guarantor Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

Provisions Solely to Define Relative Rights. The provisions of ------------------------------------------- Sections 2.16 through 2.29 of this Article are and Guarantee are intended solely for the purpose of defining the relative rights of the Holders holders of the Guarantee on the one hand and the holders of Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article Guarantee or elsewhere in this the Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary GuarantorRBC, its creditors other than holders of Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the Securities, the obligation of such Subsidiary GuarantorRBC, which is absolute and unconditional (and whichunconditional, subject to the rights under this Article of pay to the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor), to guarantee payment to the Holders of the Securities of Guarantee the principal of (and of, or premium, if any) , and interest on on, the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor RBC of the Holders of the Securities and creditors of such Subsidiary Guarantor RBC other than the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article of the holders of Senior Debt Guarantor Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of a Subsidiary Guarantor creditors or other marshaling of assets and liabilities of RBC referred to receive in Section 2.17, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 2.18, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 2.18(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 Debt Indebtedness of a each Subsidiary Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a between the Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor Guarantors and the Holders of the Securities, the obligation obligations of such each Subsidiary Guarantor, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and premium, if any) and interest (including Additional Sums and Additional Amounts, if any) on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a any Subsidiary Guarantor of the Holders of the Securities and creditors of such Subsidiary Guarantor other than their rights in relation to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this IndentureIndenture including, without limitation, filing and voting claims in any Subsidiary Guarantor Proceeding, subject to the rights, if any, under this Article of the holders of Senior Debt Indebtedness of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such HolderHolder and subject to the terms of the Intercreditor Agreement.

Provisions Solely to Define Relative Rights. The provisions of Sections 2.16 through 2.29 of this Article are and Guarantee are intended solely for the purpose of defining the relative rights of the Holders holders of the Guarantee on the one hand and the holders of Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article Guarantee or elsewhere in this the Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary GuarantorBrands, its creditors other than holders of Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the Securities, the obligation of such Subsidiary GuarantorBrands, which is absolute and unconditional (and whichunconditional, subject to the rights under this Article of pay to the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor), to guarantee payment to the Holders of the Securities of Guarantee the principal of (and of, or premium, if any) , and interest on on, the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor Brands of the Holders of the Securities and creditors of such Subsidiary Guarantor Brands other than the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this the Indenture, subject to the rights, if any, under this Article of the holders of Senior Debt Guarantor Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of a Subsidiary Guarantor creditors or other marshaling of assets and liabilities of Brands referred to receive in Section 2.17, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 2.18, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 2.18(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 Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Securities or the Guarantees is intended to or shall (a) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary between the Debenture Guarantor and the Holders of the Securities, the obligation obligations of such Subsidiary the Debenture Guarantor, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities all amounts payable in respect of the principal of (and premium, if any) and interest on the Securities Guarantee as and when the same shall become due and payable in accordance with their its terms; or (b) affect the relative rights against a Subsidiary the Debenture Guarantor of the Holders of the Securities and creditors of such Subsidiary the Debenture Guarantor other than their rights in relation to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Trustee or the Holder of any 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 Guarantor Proceeding, subject to the rights, if any, under this Article of the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article 9 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 of a Subsidiary Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 9 or elsewhere in this Indenture or in the Subsidiary Guarantees Notes is intended to or shall (a) impair, as among a the Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor Senior Indebtedness and the Holders of the SecuritiesNotes, the obligation of such the Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article 9 of the holders of Subsidiary Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, is intended to rank equally with all other general obligations of such the Subsidiary Guarantor), ) to guarantee payment pay to the Holders of the Securities of Notes the principal of (and premium, if any) and interest on the Securities Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a the Subsidiary Guarantor of the Holders of the Securities Notes and creditors of such the Subsidiary Guarantor other than the holders of Subsidiary Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Trustee or the Holder of any Security Note from exercising all remedies otherwise permitted and applicable by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 9 of the holders of Senior Debt of a Subsidiary Guarantor Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such HolderHolders. The holders of Subsidiary Guarantor Senior Indebtedness shall be entitled to enforce the provisions of this Article 9 against the Company, the Holders of the Notes and the Trustee.

Provisions Solely to Define Relative Rights. The provisions of this Article Section 5 are and are intended solely for the purpose of defining the relative rights of the Holders of the Preferred Securities and the Trustees on the one hand and the holders of Guarantor Senior Debt of a Subsidiary Guarantor on the other hand. Nothing contained in this Article Section 5 or elsewhere in this Indenture Agreement or in the Subsidiary Guarantees Trust Agreement or in the Preferred Securities is intended to or shall (ai) impair, as among a Subsidiary Guarantor, its creditors other than holders of Senior Debt of such Subsidiary between the Guarantor and the Holders of the SecuritiesPreferred Securities and the Trustees, the obligation obligations of such Subsidiary the Guarantor, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Preferred Securities of and the principal of (and premium, if any) and interest Trustees all payments due on the Securities as and when the same shall become due and payable in accordance with their termsGuarantee; or (bii) affect the relative rights against a Subsidiary the Guarantor of the Holders of the Preferred Securities or the Trustees and creditors of such Subsidiary the Guarantor other than their rights in relation to the holders of Guarantor Senior Debt of such Subsidiary GuarantorDebt; or (ciii) prevent the Trustee Trustees or the Holder Holders of any Security the Preferred Securities from exercising all remedies otherwise permitted by applicable law upon default under this IndentureAgreement, including, without limitation, filing and voting claims in any Proceeding, subject to the rights, if any, under this Article Section 5 of the holders of Guarantor Senior Debt of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee Trustees or such HolderHolders.

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 on the one hand and the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article Thirteen or elsewhere in this Indenture or in the Subsidiary Guarantees Securities or the Guaranty is intended to or shall (a) impair, as among a Subsidiary the Guarantor, its creditors other than holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the SecuritiesSecurities of each series issued hereunder, the obligation of such Subsidiary the Guarantor, which is absolute and unconditional (and whichunconditional, subject to pay the Holders pursuant to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended Guaranty with respect to rank equally with all other general obligations of such Subsidiary Guarantor), to guarantee payment to the Holders of the Securities of the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their termssuch series; or (b) affect the relative rights against a Subsidiary the Guarantor of the Holders of the Securities and creditors of such Subsidiary the Guarantor other than the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Thirteen of the holders of Guarantor Senior Debt Indebtedness (1) in any liquidation of a Subsidiary Guarantor the Guarantor, whether voluntary or involuntary, or bankruptcy, insolvency, receivership or similar proceedings, as referred to receive in Section 13.4, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 13.6, to prevent any payment prohibited by such Section.

Provisions Solely to Define Relative Rights. The provisions of Sections 14.16 through 14.29 of this Article are and Indenture are intended solely solely, for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary any Guarantor, its creditors other than holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the Securities, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of the principal of (and of, premium, if any) , and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor each of the Guarantors of the Holders of the Securities and creditors of such Subsidiary Guarantor each of the Guarantors other than the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Trustee or the Holder of any 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 Guarantor Senior Debt Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of a Subsidiary Guarantor creditors or other marshaling of assets and liabilities of the Guarantors 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, or (2) under the conditions specified in Section 14.18, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 14.18(c).

Provisions Solely to Define Relative Rights. The provisions of Sections 1316 through 1329 of this Article are and Indenture are intended solely for the purpose of defining the relative rights of the Holders of the Guarantees on the one hand and the holders of Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees is intended to or shall (a) impair, as among a Subsidiary any Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the SecuritiesGuarantees, the obligation of such Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor)unconditional, to guarantee payment pay to the Holders of the Securities of Guarantees the principal of (and premium, if any) and interest payment on the Securities Guarantees as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor each of the Guarantors of the Holders of the Securities Guarantees and creditors of such Subsidiary Guarantor each of the Guarantors other than the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; or (c) prevent the Trustee or the Holder of any Security Guarantee 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 Guarantor Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of a Subsidiary Guarantor creditors or other marshaling of assets and liabilities of the Guarantors referred to receive in Section 1317, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 1318, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 1318(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 Guaranteed Securities on the one hand and the holders of Guarantor Senior Debt of a Subsidiary Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Guaranteed Securities or in the Guarantee is intended to or shall (a) impair, as among a Subsidiary the Guarantor, its creditors other than holders of Guarantor Senior Debt of such Subsidiary Guarantor Debt, and the Holders of the Guaranteed Securities, the obligation obligations of such Subsidiary the Guarantor, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Guarantor Senior Debt of such Subsidiary GuarantorDebt, is are intended to rank equally with all other general unsecured obligations of such Subsidiary the Guarantor), to guarantee payment pay to the Holders of the Guaranteed Securities of pursuant to and in accordance with the Guarantee the principal of (and premium, if any) and 14 interest on the Guaranteed Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary the Guarantor of the Holders of the Guaranteed Securities and creditors of such Subsidiary the Guarantor other than the holders of Guarantor Senior Debt of such Subsidiary GuarantorDebt; or (c) prevent the Trustee or the Holder of any Guaranteed Security from exercising all remedies otherwise permitted by applicable law upon default under this IndentureIndenture including, without limitation, filing and voting claims in any Guarantor Proceeding, subject to the rights, if any, under this Article of the holders of Guarantor Senior Debt of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder. Without limiting the generality of the foregoing, nothing contained in this Article will restrict the right of the Trustee or the Holders of the Guaranteed Securities to take any action to declare the Guaranteed Securities to be due and payable prior to their stated maturity pursuant to Section 502 or to pursue any rights or remedies 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 Convertible Debentures on the one hand and the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Convertible Debentures is intended to or shall (a) impair, as among a Subsidiary the New Devon Guarantor, its creditors other than holders of Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of the SecuritiesConvertible Debentures, the obligation of such Subsidiary the New Devon Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, is intended to rank equally with all other general obligations of such Subsidiary the New Devon Guarantor), to guarantee payment pay to the Holders of Convertible Debentures the Securities of the principal of (and premium, if any) and interest on the Securities Guarantor Obligations as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary the New Devon Guarantor of the Holders of the Securities Convertible Debentures and creditors of such Subsidiary Guarantor the New Devon Guarantor, as the case may be, other than the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; or (c) prevent the Trustee or the Holder of any Security 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 Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

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 of a Subsidiary and Guarantor Senior Debt on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Notes is intended to or shall (a) impair, as among a Subsidiary the Company or any Guarantor, as applicable, its creditors other than holders of Senior Debt of such Subsidiary or Guarantor Senior Debt and the Holders of the SecuritiesNotes as the Guarantees endorsed thereon, the obligation of such Subsidiary the Company or any Guarantor, as applicable, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary GuarantorDebt, is intended to rank equally with all other general obligations of such Subsidiary Guarantorthe Company), to guarantee payment pay to the Holders of the Securities of Notes with the Guarantees endorsed thereon the principal of (and premium, if any) and interest on the Securities Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor the Company or any Guarantor, as applicable, of the Holders of the Securities Notes with the Guarantees endorsed thereon and creditors of such Subsidiary Guarantor the Company or any Guarantor, as applicable, other than the holders of Senior Debt of such Subsidiary GuarantorDebt, and Guarantor Senior Debt; or (c) prevent the Trustee or the Holder of any Security Note as 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 Debt of a Subsidiary and Guarantor Senior Debt and Guarantor Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

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 Guarantees of a each Subsidiary Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture Indenture, in the Securities or in the Subsidiary Guarantees is intended to or shall (a) impair, as among a any Subsidiary Guarantor, its creditors other than holders of Senior Debt Guarantees of such Subsidiary Guarantor and the Holders of the Securities, the obligation of such each Subsidiary Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt Guarantees of such Subsidiary subsidiary Guarantor, is intended to rank equally with all other general obligations of such Subsidiary Guarantor), to guarantee payment pay to the Holders the payments of the Securities of the principal of (and premium, if any) and interest all amounts due on the Securities pursuant to its Subsidiary Guarantee as and when the same shall become due and payable in accordance with their termsthe terms of such Subsidiary Guarantee; or (b) affect the relative rights against a any Subsidiary Guarantor of the Holders of the Securities and creditors of such Subsidiary Guarantor other than the holders of Senior Debt Guarantees of such Subsidiary Guarantor; or (c) prevent the Trustee or the Holder of any 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 Guarantees of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such HolderHolder or to prohibit Subsidiary Guarantor Payments under the circumstances set forth in Section 1403.

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 of a Subsidiary Guarantor on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees Securities is intended to or shall (a) impair, as among a Subsidiary the Company or any Guarantor, as applicable, its creditors other than holders of Senior Debt of such Subsidiary Guarantor and the Holders of the SecuritiesSecurities with the Guarantees endorsed thereon, the obligation of such Subsidiary the Company or any Guarantor, as applicable, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary GuarantorDebt, is intended to rank equally with all other general obligations of such Subsidiary Guarantorthe Company), to guarantee payment pay to the Holders of the Securities of with the Guarantees endorsed thereon the principal of (and premium, if any) and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary Guarantor the Company or any Guarantor, as applicable, of the Holders of the Securities with the Guarantees endorsed thereon and creditors of such Subsidiary Guarantor the Company or any Guarantor, as applicable, other than the holders of Senior Debt of such Subsidiary GuarantorDebt; or (c) prevent the Trustee or the Holder of any 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 Debt of a Subsidiary Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

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 any Security entitled to the benefits of a Guarantee on the one hand and the holders of Senior Debt of a Subsidiary Guarantor Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Subsidiary Guarantees or the Securities is intended to or shall (a) impair, as among a Subsidiary the Guarantor, its creditors other than holders of Senior Debt of such Subsidiary Guarantor Indebtedness and the Holders of any Security entitled to the Securitiesbenefits of a Guarantee, the obligation of such Subsidiary the Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness, is intended to rank equally with all other general obligations of such Subsidiary the Guarantor), to guarantee payment pay to the Holders of any Security entitled to the Securities benefits of a Guarantee on account of the principal of (and of, premium, if any) , and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against a Subsidiary the Guarantor of the Holders of any Security entitled to the Securities benefits of a Guarantee and creditors of such Subsidiary the Guarantor other than the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; or (c) prevent the Trustee or the Holder of any Security entitled to the benefits of a Guarantee 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 of a Subsidiary Guarantor Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.