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

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

Provisions Solely to Define Relative Rights. The provisions of this Article 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 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 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 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 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 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 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 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. (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 15 are and are intended solely for the purpose of defining the relative rights of the Holders of Securities of any series (or any Coupons appertaining thereto) on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article 15 or elsewhere in this the Indenture or in the Junior Subordinated Notes Securities of such series (or any 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 of such series (or any Coupons appertaining thereto), the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 15 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 of such series (or any Coupons appertaining thereto) the principal of, of (and premium, if any, ) and interest on, the Securities of such series (including Additional Interestor any Coupons appertaining thereto) 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 Securities of such series (or any Coupons appertaining thereto) 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 Securities of such series (or any Coupons appertaining thereto) from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 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 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 (and, in the case of Section 1415, Entitled Persons in respect of Other Financial Obligations) on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness Indebtedness, Entitled Persons in respect of Other Financial Obligations and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior IndebtednessIndebtedness and Entitled Persons in respect of Other Financial Obligations, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior IndebtednessIndebtedness and Entitled Persons in respect of Other Financial Obligations; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness and under Section 1415 of Entitled Persons in respect of Other Financial Obligations, to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

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

Provisions Solely to Define Relative Rights. The provisions of this Article 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 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 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 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 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 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 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 ‎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 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 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 (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 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 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 or elsewhere 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 Notes, Securities 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 Holers of the Junior Subordinated Notes Securities the principal of, of and premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder 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 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 Section 11 are and are intended solely for the purpose of defining the relative rights of the Holders holders of the Notes on the one hand and the holders of Senior Indebtedness on the other hand and of defining the relative rights of the holders of the Holdings Notes on the one hand and the holders of Company Notes on the other hand. Nothing contained in this Article Section 11 or elsewhere in this Indenture Agreement or in the Junior Subordinated Notes is intended to or shall (ai) impair, as among Holdings, the Company, its creditors (other than holders of Senior Indebtedness Indebtedness) and the Holders of the Junior Subordinated NotesNoteholders, the obligation of the CompanyHoldings, 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 Holdings Notes, the principal of, premium, if anyand interest on, and interest (including Additional Interest) on any other amount payable by Holdings under, the Junior Subordinated Holdings Notes or this Agreement as and when the same shall become due and payable in accordance with their its terms; or (bii) impair, as among Holdings, the Company, its creditors (other than holders of Senior Indebtedness) and the Noteholders, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Company Notes, the principal of, and interest on, and any other amount payable by the Company under, the Company Notes or this Agreement as and when the same shall become due and payable in accordance with its terms, (iii) affect the relative rights against Holdings or the Company of the Holders of the Junior Subordinated Notes Noteholders and their creditors of the Company (other than the holders of Senior Indebtedness); or (ciii) prevent the Trustee or Noteholders from accelerating the Holder of any Junior Subordinated Note from Notes and exercising all other remedies otherwise permitted by applicable law upon default under this IndentureAgreement, in each case subject Section 11.4 hereof and to the rights, if any, under this Article Section 11 of the holders of Senior Indebtedness with respect to receive the turnover of assets (whether in the form of cash, property and securities otherwise payable Property or deliverable to securities) received upon the Trustee or exercise of any such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303remedy.

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

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

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

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

Provisions Solely to Define Relative Rights. The provisions of ------------------------------------------- this Article section 10 are and are intended solely for the purpose of defining the relative rights of the Holders holders of Notes, on the one hand hand, and the holders of Senior Indebtedness Indebtedness, on the other hand. Nothing Noth- ing contained in this Article 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 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, if any, of and interest (including Additional Interest) 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 Senior Indebtedness; or (c) prevent the Trustee or the Holder holders of any Junior Subordinated Note Notes from exercising all remedies otherwise permitted by applicable law upon default under this IndentureAgreement, subject to the express limitations set forth in section 13 and to the rights, if any, under this Article section 10 of the holders of Senior Indebtedness to receive cashIndebtedness, property as and securities otherwise payable or deliverable to the Trustee extent provided in section 10.1 or such Holder or, under the conditions specified in Section 130310.2, to prevent or require delivery of any payment or distribution prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303section.

Provisions Solely to Define Relative Rights. The provisions of this Article Seventeen are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities 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 XI 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 XI 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 XI 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 XI 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 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 ARTICLE 11 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 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 ARTICLE 11 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 (subject to the proviso to the first sentence of SECTION 7.02) all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article ARTICLE 11 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to such Holder or the Trustee or such Holder or, under on behalf of 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 1303Holders.

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

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

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

Provisions Solely to Define Relative Rights. The provisions of this Article IX are and are intended solely for the purpose of defining the relative rights of the Holders Lenders on the one hand and the holders of Senior Indebtedness on the other hand. Nothing 66 -61- contained in this Article or elsewhere in this Indenture Agreement or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the CompanyBorrower, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesLenders, the obligation of the CompanyBorrower, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Lenders the principal of, premium, if any, of and interest (including Additional Interest) on the Junior Subordinated Notes Loans as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company Borrower of the Holders of the Junior Subordinated Notes Lenders and creditors of the Company Borrower other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Lender from exercising all remedies otherwise permitted by applicable law upon default a Default under this IndentureAgreement, subject to the rights, if any, under this Article IX and the provisions of Section 8.2 (1) of the holders of Senior Indebtedness 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 Borrower referred to receive in Section 9.2 hereof, to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee such Lender, or such Holder or, (2) under the conditions specified in Section 13039.3, to prevent any payment prohibited by such Section or enforce their rights pursuant to Section 9.3(c) hereof. The failure to make a payment on account of principal of or interest on the penultimate paragraph in Section 1303Loans by reason of any provision of this Article IX shall not be construed as preventing the occurrence of a Default hereunder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders holders of the Subordinated Obligations on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture Agreement or in the Junior Subordinated Notes any other Note Document is intended to or shall (a) impair, as among the Companyany Obligor, its creditors other than holders of Senior Indebtedness and the Holders holders of the Junior Subordinated NotesObligations, the obligation of the Companyeach Obligor, 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 Obligations 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 termsits terms and the terms of this Agreement; or (b) affect the relative rights against any Obligor to the Company holders of the Holders of the Junior Subordinated Notes Obligations and creditors of the Company any Obligor other than the holders of Senior Indebtedness; or (c) prevent the Trustee or holders of the Holder of any Junior Subordinated Note Obligations 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 of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable subject further 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 1303provisions of Sections 9.3(f) and (g).

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 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes the principal of, premium, if any, and interest (including Additional Interest) on 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 or 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 (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 1202, to receive, pursuant to and in accordance with such Section 1202, 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 1303 or enforce their rights pursuant to the penultimate paragraph in Section 13031303(d).

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 XII are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article XII or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article XII of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal ofPrincipal Amount, premiumIssue Price, if anyaccrued Original Issue Discount, and interest (including Additional Interest) Redemption Price, Purchase Price, Conversion Payment, Change in Capital Purchase Price or cash interest, as the case may be, 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 XII of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Holder.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Senior Subordinated Notes on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture 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 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 16 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 16 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 (including the Fundamental Change Repurchase Price, if applicable) of, premium, if anythe Settlement Amount due upon conversion of, and accrued and unpaid interest (including Additional Interest) on on, the Junior Subordinated Notes Notes, 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; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes and any 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 16 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 16, to prevent any payment prohibited by such Section or enforce their rights pursuant pay to the penultimate paragraph Holders the principal (including the Fundamental Change Repurchase Price, if applicable) of, the Settlement Amount due upon conversion of, or any accrued and unpaid interest on, the Notes, as the case may be, as provided in Section 1303this Indenture as and when the same shall become due and payable in accordance with their terms, such failure shall nevertheless constitute a Default or an Event of Default.

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 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 8 are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Guarantor Senior Indebtedness on the other hand. Nothing contained in this Article 8 or elsewhere in this Indenture or in the Junior Subordinated Notes is intended to or shall (a) impair, as among the CompanyGuarantor, its creditors other than holders of Guarantor Senior Indebtedness and the Holders of the Junior Subordinated Notes, the obligation of the CompanyGuarantor, which is absolute and unconditional (and which, subject to the rights under this Article 8 of the holders of Guarantor Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), Guarantor) 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 Guarantor of the Holders of the Junior Subordinated Notes and creditors of the Company Guarantor other than the holders of Guarantor Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note from exercising all remedies otherwise permitted and applicable by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 8 of the holders of Guarantor Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolders. The holders of Guarantor Senior Indebtedness shall be entitled to enforce the provisions of this Article 8 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 1303Notes and the Trustee.

Provisions Solely to Define Relative Rights. The provisions of this Article 15 are and are intended solely for the purpose of defining the relative rights of the Holders of Securities of any series (or any Coupons appertaining thereto) on the one hand and the holders of Senior Indebtedness Debt on the other hand. Nothing contained in this Article 15 or elsewhere in this the Indenture or in the Junior Subordinated Notes Securities of such series (or any Coupons appertaining thereto) 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 of such series (or any Coupons appertaining thereto), the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article 15 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 of such series (or any Coupons appertaining thereto) the principal of, of (and premium, if any, ) and interest on, the Securities of such series (including Additional Interestor any Coupons appertaining thereto) 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 Securities of such series (or any Coupons appertaining thereto) and creditors of the Company Company, 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 Securities of such series (or any Coupons appertaining thereto) from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 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 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 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 Noteholder on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Note is intended to or shall (a) impair, as among the CompanyPartnership, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated Notes, Noteholder the obligation of the CompanyPartnership, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company)unconditional, to pay to the Holders of the Junior Subordinated Notes Noteholder the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Note as and when the same shall become due and payable in accordance with their its terms; or (b) affect the relative rights against the Company Partnership of the Holders of the Junior Subordinated Notes Noteholder and creditors of the Company Partnership other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Noteholder from exercising all remedies otherwise permitted by applicable law upon default under this Indenturethe Note, subject to the rights, if any, under this Article of the holders of Senior Indebtedness (1) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Partnership referred to receive in Section 5.2, to receive, pursuant to and in accordance with such Section, cash, ----------- property and securities otherwise payable or deliverable to the Trustee Noteholder, or such Holder or, (2) under the conditions specified in Section 13035.3, to prevent any payment ----------- prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303.5.3(c). --------------

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

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

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), 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, under this Article of the holders of Senior Indebtedness to receive cash, property and securities -62- 73 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 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 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 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 on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Junior Subordinated NotesSecurities, the obligation of the Company, which is absolute and unconditional (and which, subject to the rights under this Article of the holders of Senior Indebtedness, is intended to rank equally with all other general obligations of the Company), to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, and interest (including Additional Interest) on the Junior Subordinated Notes Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder or, under the conditions specified in Section 1303, to prevent any payment prohibited by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303.

Provisions Solely to Define Relative Rights. The provisions of this Article XVI are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities under the Additional Guarantees on the one hand and the holders of Senior Indebtedness Debt of the Additional Guarantor on the other hand. Nothing contained in this Article XVI 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 Additional 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)Additional Guarantor under the Additional Guarantees, which are absolute and unconditional, to pay to the Holders of the Junior Subordinated Notes Securities the principal of, premium, if any, of and any premium 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 Additional Guarantor of the Holders of the Junior Subordinated Notes Securities under the Additional Guarantees and creditors of the Company Additional Guarantor other than their rights in relation to the holders of Senior Indebtedness; Debt of the Additional Guarantor or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, including filing and voting claims in any Proceeding, subject to the rights, if any, under this Article XVI of the holders of Senior Indebtedness Debt of the Additional Guarantor to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder orHolder. In addition, under nothing contained in this Article XVI is intended to or shall apply to or affect any amounts payable or paid to the conditions specified Trustee (including in Section 1303, to prevent any payment prohibited by such Section or enforce their rights its individual capacity) pursuant to the penultimate paragraph in Section 1303Sections 1.15 or 6.6.

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 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 Four are and are intended solely for the purpose of defining the relative rights of the Holders holders of the Notes on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article Four 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 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 Four 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 the principal of, premium, if any, and or interest (including Additional Interest) Liquidated Damages, if any), as the case may be, 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 Indebtedness; 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 Indenture, subject to the rights, if any, under this Article Four 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 15 are and 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 Section 15 or elsewhere in this Indenture Agreement 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 Section 15 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 Senior Subordinated Notes the principal of, of (and premium, if any, ) and interest (including Additional Interest) on the Junior Senior Subordinated Notes and all other Subordinated Obligations 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 Subordinated Note from exercising all remedies otherwise permitted by applicable law upon default or otherwise under this IndentureAgreement, subject to the rights, if any, under this Article Section 15 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 1303of a Senior Subordinated Note.

Provisions Solely to Define Relative Rights. The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities and coupons on the one hand and the holders of Senior Indebtedness and Senior Subordinated Debt of the Issuer on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes 103 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 and coupons, if any, appertaining thereto, 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 and coupons, if any, appertaining thereto the principal of, of (and premium, if any, on) 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 termsterms or impair, as among the Guarantor, its creditors and the Holders of the Securities and coupons, if any, appertaining thereto, the obligations of the Guarantor under any Guarantees, which are also absolute and unconditional; or (b) affect the relative rights against the Company Issuer of the Holders of the Junior Subordinated Notes Securities and creditors coupons and creditor of the Company Issuer other than the holders of Senior Indebtednessand Senior Subordinated Debt of the Issuer or affect the relative rights against the Guarantor of the Holders of the Securities and coupons; or (c) prevent the Trustee or the Holder of any Junior Subordinated Note Security or any coupon from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Article, of the holders of Senior Indebtedness and Senior Subordinated Debt of the Issuer (i) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Issuer referred to receive in Section 15.02, 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 (ii) under the conditions specified in Section 130315.03, 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 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 Section are and are intended solely for the purpose of defining the relative rights of the Holders holders of the [subordinated Indebtedness], on the one hand hand, and the holders of Senior Indebtedness Debt, on the other hand. Nothing contained in this Article Section or elsewhere in this Indenture [subordination agreement] or in the Junior Subordinated Notes [subordinated Indebtedness] is intended to or shall (a) impair, as among between the CompanyLoan Parties or any of them, its their creditors other than the holders of Senior Indebtedness Debt and the Holders holders of the Junior Subordinated Notes[subordinated Indebtedness], the obligation of the CompanyLoan Parties or any of them, 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 [subordinated Indebtedness] the principal of, premium, if any, of and interest (including Additional Interest) on the Junior Subordinated Notes [subordinated Indebtedness] as and when the same shall become due and payable in accordance with their terms; terms and which, subject to the rights under this [subordination agreement] of the holders of Senior Debt, is intended to rank equally with all other general obligations of the Loan Parties, or (b) is intended to or shall affect the relative rights against the Company Loan Parties of the Holders holders of the Junior Subordinated Notes [subordinated Indebtedness] and creditors of the Company Loan Parties other than the holders of Senior Indebtedness; Debt, nor shall anything herein or (c) therein prevent the Trustee or holder of the Holder of any Junior Subordinated Note [subordinated Indebtedness] from exercising all remedies otherwise permitted by applicable law upon default under this Indenture[subordination agreement], subject to the rights, if any, under this Article Section of the holders of Senior Indebtedness Debt 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 of [subordinated Indebtedness].

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 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 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 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 Agreement are and are intended solely for the purpose of defining the relative rights of the Holders of Subordinated Indebtedness, on the one hand hand, and the holders of Senior Indebtedness Bank, on the other hand. [Nothing contained in this Article or elsewhere in this Indenture or in the Junior Subordinated Notes Agreement is intended to or shall (a) impair, as among the Company, between any Company and its creditors (other than holders of Senior Indebtedness the Bank and the Holders of the Junior Subordinated NotesIndebtedness), the obligation of the such Company, which is absolute and unconditional (and which, subject to the rights under this Article Agreement of the holders Bank and the Holders of Senior Subordinated Indebtedness, except as expressly set forth in the CMII Documents and herein, is intended to rank equally with all other general obligations of the such Company), to pay to the Holders of the Junior Subordinated Notes Indebtedness the principal of, premium, if any, of and interest (including Additional Interest) on the Junior Subordinated Notes as Indebtedness and when the same shall become due and all other amounts payable thereunder in accordance with their termsthe terms of the Subordinated Indebtedness; or (b) affect the relative rights against the such Company of the Holders of Subordinated Indebtedness on the Junior Subordinated Notes one hand and the creditors of the such Company other than the holders of Senior IndebtednessBank on the other hand; or (c) except as provided in Sections 2, 3 and 4 hereof, prevent the Trustee or the Holder any Holders of any Junior Subordinated Note Indebtedness from exercising all remedies otherwise permitted by applicable law and under the CMII Documents upon default under this Indenturedefault, subject to the rights, if any, under this Article Agreement 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 1303Bank.

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

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

Provisions Solely to Define Relative Rights. The provisions of this Article Section 3 are for, and are intended solely for for, the purpose of defining the relative rights of the Holders Holder, on the one hand 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 Section 3 is intended to or shall (a) impair, as among the Company, Company and its creditors other than holders of Senior Indebtedness Debt and the Holders of the Junior Subordinated NotesHolder, 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 Holder the principal of, premium, if any, of and interest (including Additional Interest) on the Junior Subordinated Notes this Note as and when the same shall become due and payable payable, all in accordance with their termsthe terms hereof; or (b) affect the relative rights against the Company of the Holders of the Junior Subordinated Notes Holder 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 under this IndentureAgreement, subject to the rights, if any, under this Article Section 3 of the holders of Senior Indebtedness Debt (i) in any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Company referred to receive in Section 3(b), to receive, pursuant to and in accordance with such Section, cash, property and securities otherwise payable or deliverable to the Trustee Holder, or such Holder or, (ii) under the conditions specified in Section 13033(c), to prevent any payment prohibited prohibiting by such Section or enforce their rights pursuant to the penultimate paragraph in Section 1303Section.