Common use of Guarantee Provisions Solely To Define Relative Rights Clause in Contracts

Guarantee Provisions Solely To Define Relative Rights. The subordination provisions of this Article Twelve are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Guarantor Senior Debt of each Guarantor and, to the extent set forth in Section 12.02, holders of Designated Senior Debt of each Guarantor, on the other hand. Nothing contained in this Article Twelve or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among any Guarantor, its creditors other than holders of its Guarantor Senior Debt and the Holders of the Securities, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its obligations under its Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against such Guarantor of the Holders of the Securities and creditors of such Guarantor other than the holders of the Guarantor Senior Debt of such Guarantor; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon a Default or an Event of Default under this Indenture, subject to the rights, if any, under the subordination provisions of this Article Twelve of the holders of Guarantor Senior Debt of such Guarantor hereunder and, to the extent set forth in Section 12.02, holders of Designated Senior Debt of such Guarantor (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of such Guarantor referred to in Section 12.03, 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 12.02, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 12.02(c). The failure by any Guarantor to make a payment in respect of its obligations under its Guarantee by reason of any provision of this Article Twelve shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Provisions Solely To Define Relative Rights. The subordination provisions of this Article Twelve 12 are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Guarantor Senior Debt of each Guarantor and, to the extent set forth in Section 12.0212.09, holders of Designated Guarantor Senior Debt of each Guarantor, on the other hand. Nothing contained in this Article Twelve 12 or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among any each Guarantor, its creditors other than holders of its Guarantor Senior Debt and the Holders of the Securities, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its obligations under its Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against such Guarantor of the Holders of the Securities and creditors of such Guarantor other than the holders of the Guarantor Senior Debt of such Guarantor; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon a Default or an Event of Default under this Indenture, subject to the rights, if any, under the subordination provisions of this Article Twelve 12 of the holders of Guarantor Senior Debt of such Guarantor the Guarantors hereunder and, to the extent set forth in Section 12.0212.09, holders of Designated Guarantor Senior Debt of such Guarantor on the other hand (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of such the Guarantor referred to in Section 12.0312.10, 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 12.0212.09, to prevent any payment parent prohibited by such Section or enforce their rights pursuant to Section 12.02(c12.09(c). The failure by any Guarantor to make a payment in respect of its obligations under its this Guarantee by reason of any provision of this Article Twelve 12 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Provisions Solely To Define Relative Rights. The subordination provisions of this Article Twelve Ten B 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 Indebtedness of each Guarantor and, to the extent set forth in Section 12.0210B.02, holders of Designated Guarantor Senior Debt of each Guarantor, Indebtedness on the other hand. Nothing contained in this Article Twelve Ten B or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among any each Guarantor, its creditors other than holders of its Guarantor Senior Debt Indebtedness and the Holders of the Securities, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its obligations under its Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against such Guarantor of the Holders of the Securities and creditors of such Guarantor other than the holders of the Guarantor Senior Debt Indebtedness of such Guarantor; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon a Default or an Event of Default under this Indenture, subject to the rights, if any, under the subordination provisions of this Article Twelve Ten B of the holders of Guarantor Senior Debt Indebtedness of such Guarantor the Guarantors hereunder and, to the extent set forth in Section 12.0210B.02, holders of Designated Guarantor Senior Debt of such Guarantor Indebtedness on the other hand (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of such the Guarantor referred to in Section 12.0310B.03, 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 12.0210B.02, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 12.02(c10B.02(c). The failure by any Guarantor to make a payment in respect of its obligations under its this Guarantee by reason of any provision of this Article Twelve shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.of

Guarantee Provisions Solely To Define Relative Rights. The subordination provisions of this Article Twelve are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities Notes on the one hand and the holders of Guarantor Senior Debt of each Guarantor and, to the extent set forth in Section 12.02, holders of Designated Guarantor Senior Debt of each Guarantor, on the other hand. Nothing contained in this Article Twelve or elsewhere in this Indenture or in the Securities Notes is intended to or shall (a) impair, as among any Guarantor, its creditors other than holders of its Guarantor Senior Debt and the Holders of the SecuritiesNotes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its obligations under its Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against such Guarantor of the Holders of the Securities Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Debt of such Guarantor; or (c) prevent the Trustee or the Holder of any Security Note from exercising all remedies otherwise permitted by applicable law upon a Default or an Event of Default under this Indenture, subject to the rights, if any, under the subordination provisions of this Article Twelve of the holders of Guarantor Senior Debt of such Guarantor hereunder and, to the extent set forth in Section 12.02, holders of Designated Guarantor Senior Debt of such Guarantor (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of such Guarantor referred to in Section 12.03, 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 12.02, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 12.02(c). 127 -118- The failure by any Guarantor to make a payment in respect of its obligations under its Guarantee by reason of any provision of this Article Twelve shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Provisions Solely To Define Relative Rights. The subordination provisions of this Article Twelve Fifteen 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 Indebtedness of each Guarantor and, to the extent set forth in Section 12.02, holders of Designated Senior Debt of each Guarantor, on the other hand. Nothing contained in this Article Twelve or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among any each Guarantor, its creditors other than holders of its Guarantor Senior Debt Indebtedness and the Holders of the Securities, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its obligations under its this Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against such Guarantor of the Holders of the Securities and creditors of such Guarantor other than the holders of the Guarantor Senior Debt Indebtedness of such Guarantor; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon a Default or an Event of Default under this Indenture, subject to the rights, if any, under the subordination provisions of this Article Twelve of the holders of Guarantor Senior Debt Indebtedness of such Guarantor the Guarantors hereunder and, to the extent set forth in Section 12.02, holders of Designated Senior Debt of such Guarantor (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling marshaling of assets and liabilities of such Guarantor the Company referred to in Section 12.0315.05, 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 12.0215.06, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 12.02(c15.06(c). The failure by any Guarantor to make a payment in respect of its obligations under its this Guarantee by reason of any provision of this Article Twelve shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Provisions Solely To Define Relative Rights. The subordination provisions of this Article Twelve are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Guarantor Senior Debt Indebtedness of each Guarantor and, to the extent set forth in Section 12.0211.7, holders of Designated Senior Debt of each Guarantor, Indebtedness on the other hand. Nothing contained in this Article Twelve XI (other than a release pursuant to Section 11.8) or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among any each Guarantor, its creditors other than holders of its Guarantor Senior Debt Indebtedness and the Holders of the Securities, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its obligations under its this Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against such Guarantor of the Holders of the Securities and creditors of such Guarantor other than the holders of the Guarantor Senior Debt Indebtedness of such Guarantor; or (c) prevent the Trustee or the Holder of any Security Securities from exercising all remedies otherwise permitted by applicable law upon a Default or an Event of Default under this Indenture, subject to the rights, if any, under the subordination provisions of this Article Twelve XI of the holders of Guarantor Senior Debt Indebtedness of such Guarantor the Guarantors hereunder and, to the extent set forth in Section 12.0211.7, holders of Designated Senior Debt of such Guarantor Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling marshaling of assets and liabilities of such the Guarantor referred to in Section 12.0311.6, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, Holder or (2) under the conditions specified in Section 12.0211.7, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 12.02(c11.7(c). The failure by any Guarantor to make a payment in respect of its obligations under its this Guarantee by reason of any provision of this Article Twelve XI shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Provisions Solely To Define Relative Rights. The subordination provisions of this Article Twelve are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Guarantor Senior Debt Indebtedness of each Guarantor and, to the extent set forth in Section 12.02, holders of Designated Guarantor Senior Debt of each Guarantor, Indebtedness on the other hand. Nothing contained in this Article Twelve or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among any each Guarantor, its creditors other than holders of its Guarantor Senior Debt Indebtedness and the Holders of the Securities, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its obligations under its Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against such Guarantor of the Holders of the Securities and creditors of such Guarantor other than the holders of the Guarantor Senior Debt Indebtedness of such Guarantor; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon a Default or an Event of Default under this Indenture, subject to the rights, if any, under the subordination provisions of this Article Twelve of the holders of Guarantor Senior Debt Indebtedness of such Guarantor the Guarantors hereunder and, to the extent set forth in Section 12.02, holders of Designated Guarantor Senior Debt of such Guarantor Indebtedness on the other hand (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of such the Guarantor referred to in Section 12.03, 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 12.02, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 12.02(c). The failure by any Guarantor to make a payment in respect of its obligations under its this Guarantee by reason of any provision of this Article Twelve shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Provisions Solely To Define Relative Rights. The subordination provisions of this Article Twelve Ten B 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 Indebtedness of each Guarantor and, to the extent set forth in Section 12.0210B.02, holders of Designated Guarantor Senior Debt of each Guarantor, Indebtedness on the other hand. Nothing contained in this Article Twelve Ten B or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among any each Guarantor, its creditors other than holders of its Guarantor Senior Debt Indebtedness and the Holders of the Securities, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its obligations under its Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against such Guarantor of the Holders of the Securities and creditors of such Guarantor other than the holders of the Guarantor Senior Debt Indebtedness of such Guarantor; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon a Default or an Event of Default under this Indenture, subject to the rights, if any, under the subordination subor- 110 -102- dination provisions of this Article Twelve Ten B of the holders of Guarantor Senior Debt Indebtedness of such Guarantor the Guarantors hereunder and, to the extent set forth in Section 12.0210B.02, holders of Designated Guarantor Senior Debt of such Guarantor Indebtedness on the other hand (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of such the Guarantor referred to in Section 12.0310B.03, 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 12.0210B.02, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 12.02(c10B.02(c). The failure by any Guarantor to make a payment in respect of its obligations under its this Guarantee by reason of any provision of this Article Twelve Ten B shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Provisions Solely To Define Relative Rights. The subordination provisions of this Article Twelve are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Guarantor Senior Debt Indebtedness of each Guarantor and, to the extent set forth in Section 12.02, holders of Designated Senior Debt of each Guarantor, on the other hand. Nothing contained in this Article Twelve or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among any each Guarantor, its creditors other than holders of its Guarantor Senior Debt Indebtedness and the Holders of the Securities, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its obligations under its this Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against such Guarantor of the Holders of the Securities and creditors of such Guarantor other than the holders of the Guarantor Senior Debt Indebtedness of such Guarantor; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon a Default or an Event of Default under this Indenture, subject to the rights, if any, under the subordination provisions of this Article Twelve of the holders of Guarantor Senior Debt Indebtedness of such Guarantor the Guarantors hereunder and, to the extent set forth in Section 12.02, holders of Designated Senior Debt of such Guarantor (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling marshaling of assets and liabilities of such Guarantor the Company referred to in Section 12.0314.05, 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 12.0214.06, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 12.02(c14.06(c). The failure by any Guarantor to make a payment in respect of its obligations under its this Guarantee by reason of any provision of this Article Twelve shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Provisions Solely To Define Relative Rights. The subordination provisions of this Article Twelve are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Guarantor Senior Debt Indebtedness of each Guarantor and, to the extent set forth in Section 12.0212.06, holders of Designated Senior Debt of each Guarantor, Indebtedness on the other hand. Nothing contained in this Article Twelve (other than a release pursuant to Section 12.07) or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among any each Guarantor, its creditors other than holders of its Guarantor Senior Debt Indebtedness and the Holders of the Securities, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its obligations under its this Guarantee as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against such Guarantor of the Holders of the Securities and creditors of such Guarantor other than the holders of the Guarantor Senior Debt Indebtedness of such Guarantor; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon a Default or an Event of Default under this Indenture, subject to the rights, if any, under the subordination provisions of this Article Twelve of the holders of Guarantor Senior Debt Indebtedness of such Guarantor the Guarantors hereunder and, to the extent set forth in Section 12.02, holders of Designated Senior Debt of such Guarantor (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of such Guarantor referred to in Section 12.03, 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 12.02, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 12.02(c). The failure by any Guarantor to make a payment in respect of its obligations under its Guarantee by reason of any provision of this Article Twelve shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.12.06,