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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Provisions Solely to Define Relative Rights. The provisions of this Article Fourteen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness Debt of the Company on the other hand. Nothing contained in this Article Fourteen or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness Debt of the Company, and the Holders of the Junior Subordinated NotesSecurities, the obligation obligations of the Company, which is are absolute and unconditional (and which, subject to the rights under this Article Fourteen of the holders of Senior IndebtednessDebt of the Company, is are intended to rank equally with all other general unsecured obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior IndebtednessDebt of the Company; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this IndentureIndenture including, without limitation, filing and voting claims in any Proceeding, subject to the rights, if any, under this Article Fourteen of the holders of Senior Indebtedness Debt of the Company to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder. Without limiting the generality of the foregoing, under nothing contained in this Article Fourteen will restrict the conditions specified in Section 1303, right of the Trustee or the Holders of Securities of any series to prevent take any payment prohibited by action to declare the Securities of such Section or enforce series to be due and payable prior to their rights stated maturity pursuant to the penultimate paragraph in Section 1303502 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 on the one hand and the holders of Senior Indebtedness (and, in the case of Section 1116, the creditors in respect of General Obligations) on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior IndebtednessIndebtedness (and the rights under Section 1116 of creditors in respect of General Obligations), is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness (and under Section 1116 of creditors in respect of General Obligations) to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

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

Provisions Solely to Define Relative Rights. The provisions of this Article 12 are and are intended solely for the purpose of defining the relative rights of the Holders of the Subordinated Debt Securities of each series on the one hand and the holders of Senior Indebtedness Creditors on the other hand. Nothing contained in this Article or elsewhere in this Subordinated Debt Securities Indenture or in the Junior such Subordinated Notes Debt Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness Company and the Holders of the Junior Subordinated NotesDebt Securities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders holders of the Junior Subordinated Notes such claims the principal of, premium, if any, and interest (including Additional Interest) interest, if any, on the Junior such Subordinated Notes Debt Securities as and when the same shall become due and payable in accordance with their termsterms and this Subordinated Debt Securities Indenture; or (b) affect the relative rights against the Company of the Holders of the Junior such Subordinated Notes and creditors of the Company other than the holders of Senior IndebtednessDebt Securities; or (c) subject to the terms of the Subordinated Debt Securities and this Subordinated Debt Securities Indenture, prevent the Trustee or the Holder of any Junior Subordinated Note Debt Securities of the series from exercising all remedies otherwise permitted by applicable law upon default under this Subordinated Debt Securities Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness Creditors to receive cash, property and or securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303holder.

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

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

Provisions Solely to Define Relative Rights. The provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 11 or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Companyany Issuer, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesHolders, the obligation of the CompanyIssuers, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Issuers of the Holders of the Junior Subordinated Notes and creditors of the Company Issuers other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the any Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article 11 of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding-up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Issuers referred to receive in Section 11.02 hereof, -134- to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 130311.03, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 11.03(c) hereof. The failure to make a payment on account of principal of, premium, if any, or interest on the penultimate paragraph in Section 1303Notes by reason of any provision of this Article 11 shall not be construed as preventing the occurrence of a Default or an Event of Default hereunder.

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

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

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

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

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

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

Provisions Solely to Define Relative Rights. The provisions of ------------------------------------------- this Article section 14 are and are intended solely for the purpose of defining the relative rights of the Holders holders of the Notes on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article section 14 or elsewhere in this Indenture Agreement or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness Debt and the Holders holders of the Junior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article section 14 of the holders of Senior IndebtednessDebt, is intended to rank equally with all other general obligations of the Company), to pay to the Holders holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior IndebtednessDebt; or (c) prevent the Trustee or the Holder holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default under this IndentureAgreement, subject to this section 14, including the rights, if any, under this Article section 14 of the holders of Senior Indebtedness Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder holder or, under the conditions specified in Section 1303section 14.3, to prevent any payment prohibited by such Section section or enforce their rights pursuant to the penultimate paragraph in Section 1303section 14.

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

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

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

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

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

Provisions Solely to Define Relative Rights. The provisions of this Article SECTION 14 are and are intended solely for the purpose of defining the relative rights of the Holders holders of the Notes, on the one hand hand, and the holders of Permitted Senior Indebtedness Indebtedness, on the other hand. Nothing contained in this Article SECTION 14 or elsewhere in this Indenture Agreement or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, Company and its creditors other than holders of Permitted Senior Indebtedness and the Holders holders of the Junior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders holders of the Junior Subordinated Notes the principal of, premium, and premium (if any, ) and interest (including Additional Interest) on on, the Junior Subordinated Notes and all other amounts payable under this Agreement as and when the same shall become due and payable payable, all in accordance with their termsthe terms hereof and of the Notes; or (b) affect the relative rights against the Company of the Holders holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Permitted Senior Indebtedness, it being expressly understood that the Notes, the indebtedness represented thereby and the payment of the principal of, and premium (if any) and interest on, the Notes and of all other amounts payable under this Agreement in all respects shall rank equally with, or prior to, all existing and future unsecured Indebtedness of the Company that is not Permitted Senior Indebtedness; or (c) prevent the Trustee or holders of the Holder of any Junior Subordinated Note Notes from exercising all remedies otherwise permitted by applicable law upon default under this IndentureAgreement, subject to the rights, if any, under this Article SECTION 14 of the holders of Permitted Senior Indebtedness (i) in any Insolvency or Liquidation Proceeding to receive receive, pursuant to and in accordance with SECTION 14.2, cash, property and securities otherwise payable or deliverable to the Trustee holders or such Holder orthe Notes, or (ii) under the conditions specified in Section 1303, SECTION 14.3 to prevent any payment prohibited by such Section SECTION 14.3; or enforce their (d) limit the rights of the holders of the Notes to take any action to accelerate the maturity of the Notes pursuant to the penultimate paragraph in Section 1303SECTION 11 or to pursue any rights or remedies hereunder or under applicable law.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article or elsewhere in this Indenture the Indenture, the Guarantees or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the CompanyHigh Yield Subordinated Guarantor, its creditors other than holders of Senior Indebtedness Debt and the Holders of the Junior Subordinated Notes, the obligation of the CompanyHigh Yield Subordinated Guarantor, xl which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company High Yield Subordinated Guarantor of the Holders of the Junior Subordinated Notes and creditors of the Company High Yield Subordinated Guarantor other than the holders of Senior IndebtednessDebt; or (c) prevent the High Yield Trustee or the Holder of any Junior Subordinated Note Notes from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness 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 High Yield Subordinated Guarantor referred to receive in Section 3, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the High Yield Trustee or such Holder orHolder, or (2) under the conditions specified in Section 13032, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 13032 (c).

Provisions Solely to Define Relative Rights. The provisions of this Article Thirteen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities of each series on the one hand and the holders Senior Creditors of Senior Indebtedness the Issuer on the other hand. Nothing Other than as provided for in this Subordinated Indenture, any Board Resolutions or supplemental 105 indentures executed pursuant to Section 3.01 with respect to any series of Securities, nothing contained in this Article or elsewhere in this Subordinated Indenture or in the Junior Subordinated Notes Securities is intended to or shall (aa)(i) impair, as among the CompanyIssuer, its creditors (other than holders of Senior Indebtedness Creditors) and the Holders of the Junior Subordinated Notesany Securities issued by such Issuer, the obligation of the CompanyIssuer, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes such claims the principal of, premium, if any, on and interest (including Additional and Deferred Interest) , if any, on the Junior Subordinated Notes such Securities as and when the same shall become due and payable in accordance with their terms; terms and this Subordinated Indenture or (bii) affect the relative rights against the Company such Issuer of the Holders of the Junior Subordinated Notes any such Securities and creditors of the Company such Issuer (other than the holders of Senior Indebtedness; Creditors) or (ciii) prevent the Subordinated Trustee or the Holder of any Junior Subordinated Note such Holders from exercising all remedies otherwise permitted by applicable law upon default under this Subordinated Indenture, subject to the rights, if any, under this Article of the holders Senior Creditors of Senior Indebtedness the Issuer to receive cash, property and or securities otherwise payable or deliverable to the Subordinated Trustee or such Holder or, Holders; or (b) prevent the Subordinated Trustee or such Holders from exercising all remedies otherwise permitted by applicable law upon default under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303this Subordinated Indenture.

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

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Indebtedness Debt and Guarantor Senior Debt on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the CompanyCompany or any Guarantor, as applicable, its creditors other than holders of Senior Indebtedness Debt or Guarantor Senior Debt and the Holders of the Junior Subordinated NotesNotes as the Guarantees endorsed thereon, the obligation of the CompanyCompany or any Guarantor, as applicable, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior IndebtednessDebt, is intended to rank equally with all other general obligations of the Company), to pay to the Holders 109 118 of the Junior Subordinated Notes with the Guarantees endorsed thereon the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company or any Guarantor, as applicable, of the Holders of the Junior Subordinated Notes with the Guarantees endorsed thereon and creditors of the Company or any Guarantor, as applicable, other than the holders of Senior IndebtednessDebt, and Guarantor Senior Debt; or (c) prevent the Trustee or the Holder of any Junior Subordinated 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 Indebtedness Debt and Guarantor Senior Debt and Guarantor Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

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

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

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

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

Provisions Solely to Define Relative Rights. The provisions of this Article XIV 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 and Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article XIV or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors (other than holders of Senior Indebtedness Indebtedness) and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article XIV of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), ) to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of and premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) impair, as among the Guarantors, their creditors (other than holders of Guarantor Senior Indebtedness) and the Holders of the Securities, the obligation of the Guarantors, which is absolute and unconditional (and which, subject to the rights under this Article XIV of the holders of Guarantor Senior Indebtedness, is intended to rank equally with all other general obligations of the 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 the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company (other than the holders of Senior Indebtedness) or the relative rights against the Guarantors of the Holders of the Securities and creditors of the Guarantors (other than the Holders of 102 103 Guarantor Senior Indebtedness); or (cd) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XIV of the holders of Senior Indebtedness and Guarantor Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder. The holders of the Senior Indebtedness and the Senior Credit Facility Agent, under as the conditions specified in Section 1303case may be, shall be entitled to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303provisions of this Article XIV against the Company, the Guarantors, the Holders of the Securities and the Trustee.

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

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

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities of a series on the one hand and the holders of Senior Indebtedness (and, in the case of Section 1315, Entitled Persons in respect of Other Financial Obligations) on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities of any series is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities of any series, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior IndebtednessIndebtedness and the rights under Section 1315 of Entitled Persons in respect of Other Financial Obligations, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities of a series the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities of such series as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities of a series and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security of any series from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness Indebtedness, and under Section 1315 of Entitled Persons in respect of Other Financial Obligations, to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness Debt of the Company on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness Debt of the Company, and the Holders of the Junior Subordinated NotesSecurities, the obligation obligations of the Company, which is are absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior IndebtednessDebt of the Company, is are intended to rank equally with all other general unsecured obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior IndebtednessDebt of the Company; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this IndentureIndenture including, without limitation, filing and voting claims in any Proceeding, subject to the rights, if any, under this Article of the holders of Senior Indebtedness Debt of the Company to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder. Without limiting the generality of the foregoing, under nothing contained in this Article will restrict the conditions specified in Section 1303, right of the Trustee or the Holders of Securities of any series to prevent take any payment prohibited by action to declare the Securities of such Section or enforce series to be due and payable prior to their rights stated maturity pursuant to the penultimate paragraph in Section 1303502 or to pursue any rights or remedies hereunder.

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

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

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

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

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

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

Provisions Solely to Define Relative Rights. The provisions of this Article 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 Indebtedness on the other hand. Nothing contained in this Article 9 or elsewhere in this Indenture Agreement or in the Junior Subordinated Notes is intended to or shall shall: (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders Holders, the obligation of the Junior Subordinated NotesCompany, its creditors other than holders of Senior Indebtedness and the Holders, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 9 of the holders of Senior Indebtednessindebtedness, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, of and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee Secured Party or the any Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default under this IndentureAgreement, subject to the rights, if any, under this Article 9 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee Secured Party or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions ------------------------------------------- of this Article are and are intended solely for the purpose of defining the relative rights of the Holders Noteholder on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Note is intended to or shall (a) impair, as among the CompanyIssuers, its their creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes, Noteholder the obligation of the CompanyIssuers, which is absolute and unconditional (and whichunconditional, subject to pay, to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Noteholder the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Note as and when the same shall become due and payable in accordance with their its terms; or (b) affect the relative rights against the Company Issuers of the Holders of the Junior Subordinated Notes Noteholder and creditors of the Company Issuers other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Noteholder from exercising all remedies otherwise permitted by applicable law upon default under this Indenturethe Note, subject to the rights, if any, under this Article of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of either Issuer referred to receive in Section 5.2, to receive, pursuant to and in accordance with such Section, cash, ----------- property and securities otherwise payable or deliverable to the Trustee Noteholder, or such Holder or, (2) under the conditions specified in Section 13035.3, to prevent any payment ----------- prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 13035.3(c). -------------- 17.

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 of the one hand Notes, the Beneficiaries of any Subsidiary Guarantees and the holders of the Senior Indebtedness on the other handIndebtedness. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and Indebtedness, the Holders of the Junior Subordinated NotesNotes and the Beneficiaries of any Subsidiary Guarantees, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)Company or any other Obligor, which are absolute and unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes as and when the same shall become due and payable in accordance with their termsterms or to make any payments pursuant to any Subsidiary Guarantees; or (b) affect the relative rights against the Company or any other Obligor of the Holders of the Junior Subordinated Notes Notes, Beneficiaries of any Subsidiary Guarantee, and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or Trustee, the Holder of any Junior Subordinated Note or any Beneficiary of any Subsidiary Guarantee from exercising all remedies otherwise permitted by applicable law upon default under this Indenturean Event of Default, subject to the rights, if any, under this Article of the holders of the Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee Trustee, such Holder or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Beneficiary.

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

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

Provisions Solely to Define Relative Rights. The provisions of this Article 6 are and are intended solely for the purpose of defining the relative rights of the Trustee and the Holders of the Series E Notes on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article 6 or elsewhere in this Supplemental Indenture or in the Junior Subordinated Series E Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness Debt and the Trustee and the Holders of the Junior Subordinated Series E Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 6 of the holders of Senior IndebtednessDebt, is intended to rank equally with all other general obligations of the Company), to pay to the Trustee for the Holders of the Junior Subordinated Series E Notes the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Series E Notes as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Trustee, the Holders of the Junior Subordinated Series E Notes and creditors of the Company other than the holders of Senior IndebtednessDebt; or (c) prevent the Trustee or the any Holder of any Junior Subordinated Series E Note from exercising all remedies otherwise permitted by applicable law upon default under this Supplemental Indenture, subject to this Article 6, including the rights, if any, under this Article 6 of the holders of Senior Indebtedness Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder holder or, under the conditions specified in Section 13036.03, to prevent any payment prohibited by such Section section or enforce their rights pursuant to the penultimate paragraph in Section 1303Article 6.

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

Provisions Solely to Define Relative Rights. The provisions of this Article 3 are and are intended solely for the purpose of defining the relative rights of the Holders Holder on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 3 or elsewhere in this Indenture or in the Junior Subordinated Notes Debenture is intended to or shall (ai) impair, as among amongst the Company, its creditors other than holders of Senior Indebtedness Issuer and the Holders Holder of the Junior Subordinated Notesthis Debenture, the obligation of the CompanyIssuer, which is absolute and unconditional (and which, subject to the rights under this Article 3 of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), to pay to the Holders Holder of this Debenture the Junior Subordinated Notes the principal Principal Amount of, premium, if any, and interest (including Additional Interest) on on, any other payment owing by the Junior Subordinated Notes Issuer to the Holder in respect of, this Debenture as and when the same shall become due and payable in accordance with their its terms; or , (bii) affect the relative rights against the Company Issuer of the Holders Holder of the Junior Subordinated Notes this Debenture and creditors of the Company Issuer other than their rights in relation to the holders of Senior Indebtedness; or , (ciii) prevent the Trustee or the Holder of any Junior Subordinated Note this Debenture from exercising all the remedies otherwise permitted by applicable law this Debenture upon a default by the Issuer of its obligations under this IndentureDebenture, subject to the rights, if any, under this Article 3 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee Holder or such Holder or, under (iv) impose any obligations on the conditions specified Issuer. Nothing contained in Section 1303, to this Article 3 or in this Debenture shall prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Issuer from making Debenture Payments.

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

Provisions Solely to Define Relative Rights. The provisions of this Article XIII are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article XIII or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest) and Liquidated Damages, if any, on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of the Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default a Default or an Event of Default under this Indenture, subject to the rights, if any, under this Article XIII of the holders of Senior Indebtedness Indebtedness. 110 The failure to receive cash, property and securities otherwise payable make a payment on account of any Note Obligations by reason of any provision of this Article XIII shall not be construed as preventing the occurrence of a Default or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303an 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 Senior Guarantor Indebtedness on the other hand. Nothing contained in this Article Fourteen or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Companyany Guarantor, its creditors other than holders of Senior Guarantor Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Companysuch Guarantor, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest) on on, the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against each of the Company Guarantors of the Holders of the Junior Subordinated Notes Securities and creditors of each of the Company Guarantors other - 152 - than the holders of Senior Guarantor Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Fourteen of the holders of Senior Guarantor Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Guarantors referred to receive in Section 1417, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder, or (2) under the conditions specified in Section 13031418, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 13031418(c).

Provisions Solely to Define Relative Rights. The provisions of this Article SECTION 14 are and are intended solely for the purpose of defining the relative rights of the Holders holders of the Notes, on the one hand hand, and the holders of Permitted Senior Indebtedness Indebtedness, on the other hand. Nothing contained in this Article SECTION 14 or elsewhere in this Indenture Agreement or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, Company and its creditors other than holders of Permitted Senior Indebtedness and the Holders holders of the Junior Subordinated Notes, the 39 -34- obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders holders of the Junior Subordinated Notes the principal of, premium, and premium (if any, ) and interest (including Additional Interest) on on, the Junior Subordinated Notes and all other amounts payable under this Agreement as and when the same shall become due and payable payable, all in accordance with their termsthe terms hereof and of the Notes; or (b) affect the relative rights against the Company of the Holders holders of the Junior Subordinated Notes and creditors of the Company other than the holders of Permitted Senior Indebtedness, it being expressly understood that the Notes, the indebtedness represented thereby and the payment of the principal of, and premium (if any) and interest on, the Notes and of all other amounts payable under this Agreement in all respects shall rank equally with, or prior to, all existing and future unsecured Indebtedness of the Company that is not Permitted Senior Indebtedness; or (c) prevent the Trustee or holders of the Holder of any Junior Subordinated Note Notes from exercising all remedies otherwise permitted by applicable law upon default under this IndentureAgreement, subject to the rights, if any, under this Article SECTION 14 of the holders of Permitted Senior Indebtedness (i) in any Insolvency or Liquidation Proceeding to receive receive, pursuant to and in accordance with SECTION 14.2, cash, property and securities otherwise payable or deliverable to the Trustee holders or such Holder orthe Notes, or (ii) under the conditions specified in Section 1303, SECTION 14.3 to prevent any payment prohibited by such Section SECTION 14.3; or enforce their (d) limit the rights of the holders of the Notes to take any action to accelerate the maturity of the Notes pursuant to the penultimate paragraph in Section 1303SECTION 11 or to pursue any rights or remedies hereunder or under applicable law.

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