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

Guarantee Subordination Provisions Solely to Define Relative Rights. The provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 11 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Senior Indebtedness and the Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders and creditors of such Guarantor other than the holders of the Senior Indebtedness; or (c) prevent the Trustee or any Holder 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 this Article 11 of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of such Guarantor referred to in Section 11.02, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.03, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c). The failure by any Guarantor to make a payment in respect of its Obligations on its Guarantee by reason of any provision of this Article 11 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its the Guaranteed Obligations under its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or any Holder 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 this Article 11 10 of the holders of Guarantor Senior 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 Guarantor the Issuers referred to in Section 11.0210.10 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property Property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.11 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.11(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations obligations under its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or any Holder 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 this Article 11 of the holders of Guarantor Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of such Guarantor the Company referred to in Section 11.02, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.03, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c). The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 10 of the holders of Guarantor Senior Indebtedness (1) in any case, insolvency or bankruptcy case or proceeding, dissolutionor any receivership, liquidation liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith or any liquidation, dissolution or other winding-up, or any assignment for the benefit of creditors or other marshalling marshaling of assets and liabilities of such Guarantor referred to in Section 11.0210.6 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.7 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.7(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 10 of the holders of Guarantor Senior 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 Guarantor the Company referred to in Section 11.0210.07 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.08 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.08(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision pro- vision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 10 of the holders of Guarantor Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation liq- 121 -112- uidation 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 11.0210.06 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.07 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.07(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 of the holders of Guarantor Senior 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 Guarantor the Company referred to in Section 11.0211.07 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0311.08 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)11.08(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 Ten 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 Indebtedness on the other hand. Nothing contained in this Article 11 Ten or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or Holder of any Holder 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 this Article 11 Ten of the holders of Guarantor Senior 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 any Guarantor referred to in Section 11.0210.08 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.09 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.09(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 Ten shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or any Holder 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 this Article 11 of the holders of Guarantor Senior 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 any Guarantor referred to in Section 11.0211.08, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0311.09, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c11.09(c). The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 10 of the holders of Guarantor Senior 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 Guarantor the Company referred to in Section 11.0210.07 hereof, to receive, as required by and pursuant to and in accordance with such SectionSection , cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.08 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.08(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.. 91 -84-

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness Debt of each 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 11 Thirteen (other than a release pursuant to Section 13.07) or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness Debt and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations obligations under its this Guarantee as and when the same shall become due and payable in accordance with its their terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior IndebtednessDebt of such Guarantor; or (c) prevent the Trustee or the Holder of any Holder 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 11 Thirteen of the holders of Guarantor Senior Indebtedness Debt of the Guarantors hereunder and, to 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 marshalling marshaling of assets and liabilities of such the Guarantor referred to in Section 11.0213.05, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0313.06, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c13.06(c). The failure by any Guarantor to make a payment in respect of its Obligations on its obligations under this Guarantee by reason of any provision of this Article 11 Thirteen shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 X 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 Indebtedness on the other hand. Nothing contained in this Article 11 X or elsewhere in this Indenture Agreement or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or Holder of any Holder Note from exercising all remedies otherwise permitted by applicable law upon a Default or an Event of Default under this IndentureAgreement, subject to the rights, if any, under this Article 11 X of the holders of Guarantor Senior 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 Guarantor the Company referred to in Section 11.0210.6 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.7 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.7(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 X shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 XI are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness of a Guarantor on the other hand. Nothing contained in this Article 11 XI or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Senior Indebtedness of a Guarantor and the Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders and creditors of such Guarantor other than the holders of the Senior IndebtednessIndebtedness of a Guarantor; or (c) prevent the Trustee or any Holder 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 this Article 11 XI of the holders of Senior Indebtedness of a 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 any Guarantor referred to in Section 11.0211.07, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0311.08, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c11.08(c). The failure by any Guarantor to make a payment in respect of its Obligations on its Guarantee by reason of any provision of this Article 11 XI shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (ai) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (bii) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (ciii) prevent the Trustee or the Holder of any Holder 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 this Article 11 10 of the holders of Guarantor Senior Indebtedness (1a) 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 11.0210.06 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2b) under the conditions specified in Section 11.0310.07 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.07(iii) hereof. The failure by any Guarantor to make a payment in respect of its Obligations on its Guarantee by reason of any provision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 10 of the holders of Guarantor Senior 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 Guarantor the Company referred to in Section 11.0210.07 hereof, to receive, as required by and pursuant to and in accordance with such SectionSection , cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.08 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.08(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.. 98 -91-

Guarantee Subordination Provisions Solely to Define Relative Rights. The provisions of this Article 11 14 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 11 Section 14 or elsewhere in this Indenture Agreement or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Senior Indebtedness and the Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under its Subsidiary Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders and creditors of such Guarantor other than the holders of the Senior Indebtedness; or (c) prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon a Default or an Event of Default under this IndentureAgreement, subject to the rights, if any, under this Article 11 14 of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of such Guarantor referred to in Section 11.0214.02, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0314.03, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c14.03(c). The failure by any Guarantor to make a payment in respect of its Obligations on its Subsidiary Guarantee by reason of any provision of this Article 11 Section 14 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article 11 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Senior Indebtedness Debt and the Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders and creditors of such Guarantor other than the holders of the Senior IndebtednessDebt; or (c) prevent the Trustee or any Holder 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 this Article 11 of the holders of Senior Indebtedness Debt (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling marshaling of assets and liabilities of such Guarantor the Company referred to in Section 11.0211.02 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0311.03 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 10 of the holders of Guarantor Senior 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 Guarantor the Company referred to in Section 11.0210.06 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.07 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.07(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 10 of the holders of Guarantor Senior 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 Guarantor the Issuer referred to in Section 11.0210.06 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.07 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.07(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 10 of the holders of Guarantor Senior 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 Guarantor referred to in Section 11.0210.06 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.07 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.07(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations on its Guarantee by reason of any provision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 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 Indebtedness Debt on the other hand. Nothing contained in this Article 11 12 or elsewhere in this Indenture or in the Notes Securities is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness Debt and the HoldersHolders 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 on its Guarantee in accordance with its 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 IndebtednessDebt; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 12 of the holders of Guarantor Senior Indebtedness Debt (1) in any case, insolvency or bankruptcy case or proceeding, dissolutionor any receivership, liquidation liquidation, arrangement, reorganization or other similar case or proceeding in connection therewith or any liquidation, dissolution or other winding-up, or any assignment for the benefit of creditors or other marshalling marshaling of assets and liabilities of such Guarantor referred to in Section 11.0212.07 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0312.07 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)12.08(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 12 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 Ten 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 Indebtedness on the other hand. Nothing contained in this Article 11 Ten or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or Holder of any Holder 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 this Article 11 Ten of the holders of Guarantor Senior 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 any Guarantor referred to in Section 11.0210.07 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.08 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.08(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 Ten shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness Debt on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Subsidiary Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness Debt and the HoldersHolders of the Notes, the obligation of such Subsidiary Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Subsidiary Guarantee in accordance with its terms; or (b) affect the relative rights against such Subsidiary Guarantor of the Holders of the Notes and creditors of such Subsidiary Guarantor other than the holders of the Guarantor Senior IndebtednessDebt; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 10 of the holders of Guarantor Senior Indebtedness Debt (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 a Subsidiary Guarantor referred to in Section 11.0210.07 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property Property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.08 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.08(c) hereof. The failure by any Subsidiary Guarantor to make a payment in respect of its Obligations obligations on its Subsidiary Guarantee by reason of any provision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 10 of the holders of Guarantor Senior 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 Guarantor the Issuers referred to in Section 11.0210.07 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.08 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.08(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness Debt and, to the extent set forth in Section 13.5, holders of Designated Senior Debt on the other hand. Nothing contained in this Article 11 Thirteen or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each the Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness Debt and the HoldersHolders of the Notes, the obligation of such the Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations obligations under its this Guarantee as and when the same shall become due and payable in accordance with its their terms; or (b) affect the relative rights against such the Guarantor of the Holders of the Notes and creditors of such the Guarantor other than the holders of the Guarantor Senior IndebtednessDebt; or (c) prevent the Trustee or the Holder of any Holder 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 11 Thirteen of the holders of Guarantor Senior Indebtedness Debt, to the extent set forth in Section 13.5, holders of Designated Senior Debt (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 11.0213.4, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0313.5, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c13.5(c). The failure by any the Guarantor to make a payment in respect of its Obligations on its obligations under this Guarantee by reason of any provision of this Article 11 Thirteen shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations obligations under its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or any Holder 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 this Article 11 of the holders of Guarantor Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of such Guarantor the Issuers referred to in Section 11.02, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.03, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c). The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 10 of the holders of Guarantor Senior 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 Guarantor the Company referred to in Section 11.0210.07 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.08 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.08(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.. 100 -93-

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness Debt on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Subsidiary Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness Debt and the HoldersHolders of the Notes, the obligation of such Subsidiary Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Subsidiary Guarantee in accordance with its terms; or (b) affect the relative rights against such Subsidiary Guarantor of the Holders of the Notes and creditors of such Subsidiary Guarantor other than the holders of the Guarantor Senior IndebtednessDebt; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 10 of the holders of Guarantor Senior Indebtedness Debt (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 a Subsidiary Guarantor referred to in Section 11.0210.07 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property Property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.08 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.08(c) hereof. 103 112 The failure by any Subsidiary Guarantor to make a payment in respect of its Obligations obligations on its Subsidiary Guarantee by reason of any provision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or any Holder 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 this Article 11 of the holders of Guarantor Senior 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 Guarantor the Company referred to in Section 11.0211.02 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0311.03 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 10 of the holders of Guarantor Senior 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 Guarantor the Company referred to in Section 11.0210.07 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.08 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.08(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations on its Guarantee by reason of any provision vision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

Guarantee Subordination Provisions Solely to Define Relative Rights. The subordination provisions of this Article 11 10 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 11 10 or elsewhere in this Indenture or in the Notes is intended to or shall (a) impair, as among each Guarantor, its creditors other than holders of its Guarantor Senior Indebtedness and the HoldersHolders of the Notes, the obligation of such Guarantor, which is absolute and unconditional, to make payments to the Holders in respect of its Obligations under on its Guarantee in accordance with its terms; or (b) affect the relative rights against such Guarantor of the Holders of the Notes and creditors of such Guarantor other than the holders of the Guarantor Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Holder 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 this Article 11 10 of the holders of Guarantor Senior 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 Guarantor the 108 -100- Company referred to in Section 11.0210.06 hereof, to receive, as required by and pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder, or (2) under the conditions specified in Section 11.0310.07 hereof, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c)10.07(c) hereof. The failure by any Guarantor to make a payment in respect of its Obligations obligations on its Guarantee by reason of any provision of this Article 11 10 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.