Common use of Supremacy Clause in Contracts

Supremacy. (a) If any of the provisions of this Agreement conflict with any of the provisions of the Charter Documents, the provisions of this Agreement shall prevail as between the Stockholders. The Stockholders shall: (i) exercise all voting and other rights and powers available to them to give effect to the provisions of this Agreement; and (ii) if necessary, and subject to Applicable Law, ensure that any required amendment is made to the Charter Documents of the Company to give effect to the provisions of this Agreement. (b) If any of the provisions of the Note or the Note Indenture conflict or are otherwise inconsistent with any of the provisions of Article VIII of this Agreement or are in derogation of any party’s rights under Article VIII of this Agreement (such provisions of the Note or the Note Indenture, as the case may be, the “Conflicting Provisions”), the provisions of this Agreement shall prevail as between the Stockholders and their Affiliates with respect to Notes held by such Stockholders and such Affiliates, and each of the Stockholders hereby waives on its own behalf and on behalf of each of its Affiliates that own any Notes from time to time, and, to the extent necessary, shall cause such Affiliates to waive, any rights they may have, or any breaches or other events of default under, any such Conflicting Provisions. For the avoidance of doubt, the rights and obligations under this Agreement are personal to the Stockholders and the Company, and this Agreement, including this subsection (b), shall not apply to any third party purchaser of the Note or any portion thereof.

Supremacy. (a) If any of the provisions of this Agreement conflict with any of the provisions of the Charter Documents, the provisions of this Agreement shall prevail as between the Stockholders. The Stockholders shall: (i) exercise all voting and other rights and powers available to them to give effect to the provisions of this Agreement; andand Table of Contents (ii) if necessary, and subject to Applicable Law, ensure that any required amendment is made to the Charter Documents of the Company to give effect to the provisions of this Agreement. (b) If any of the provisions of the Note or the Note Indenture conflict or are otherwise inconsistent with any of the provisions of Article VIII of this Agreement or are in derogation of any party’s rights under Article VIII of this Agreement (such provisions of the Note or the Note Indenture, as the case may be, the “Conflicting Provisions”), the provisions of this Agreement shall prevail as between the Stockholders and their Affiliates with respect to Notes held by such Stockholders and such Affiliates, and each of the Stockholders hereby waives on its own behalf and on behalf of each of its Affiliates that own any Notes from time to time, and, to the extent necessary, shall cause such Affiliates to waive, any rights they may have, or any breaches or other events of default under, any such Conflicting Provisions. For the avoidance of doubt, the rights and obligations under this Agreement are personal to the Stockholders and the Company, and this Agreement, including this subsection (b), shall not apply to any third party purchaser of the Note or any portion thereof.