Common use of Trustee's Relation to Senior Debt Clause in Contracts

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S., and nothing in Section 6.13 or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S., the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt and, subject to the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwise.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. Company or the Trustee shall be entitled to all the rights set forth in this Article 14 with respect to any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S., and nothing in Section 6.13 or elsewhere in this Indenture shall deprive the Trustee or any such agent agent, of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07Article 7. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this ArticleArticle 14, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt and, subject to the provisions of Section 6.01Article 7, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders holder of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any seriesDebentures, the Company, either Parent or Unilever U.S. Company or any other Person person moneys or assets to which any holders holder of such Senior Debt shall be entitled by virtue of this Article 14 or otherwise. Nothing in this Article 14 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder’s Securities in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their Representative or Representatives shall have the right to demand, sxx for, collect, receive and receipt for the payments and distributions in respect of the Securities which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or Representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseArticle.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with VI in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligation, as are specifically set forth in this ArticleArticle VI, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article VI. Each Holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article VI and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such Xxxxxx's Notes in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any Holder or holders of Senior Debt or their representative or representatives shall have the right to demand, sue for, collect, receive and receipt for the payments and distributions in respect of the Notes which are required to be paid or delivered to the holders of Senior Debt as provided in this Article VI and to file and prove all claims therefore and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseVI.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing Anything in this Article shall apply Indenture to claims ofthe contrary notwithstanding, or payments to, amounts payable to the Trustee under or from time to time pursuant to Section 6.079.07 shall be treated for purposes of this Article as if such amounts constituted Senior Debt hereunder. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Securities in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, xxx for, collect, receive and receipt for the payments and distributions in respect of the Securities which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of this Article. Anything in this Indenture to the contrary notwithstanding, amounts payable to the Trustee from time to time pursuant to Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt 9.07 shall be entitled by virtue treated for purposes of this Article or otherwiseas if such amounts constituted Senior Debt hereunder.

Trustee's Relation to Senior Debt. The Trustee Trustee, any Agent and any agent of the CompanyIssuer, either Parent, Unilever U.S. or the Trustee or any Agent shall be entitled to all the rights set forth in this Article Ten with respect to any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S., and nothing in Section 6.13 or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article Ten shall apply to claims of, or payments to, the Trustee in its capacity as such under or pursuant to Section 6.076.09 or to the Trustee or any Agent in its capacity as such under or pursuant to Section 7.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants duties, covenants, responsibilities and obligations as are specifically set forth in this ArticleArticle Ten, and no implied covenants duties, covenants, responsibilities or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt and, subject to the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any such holders of such Senior Debt if it the Trustee shall in good faith mistakenly pay over or deliver distribute to Holders of Debt Securities or holders of Coupons of any series, to the Company, either Parent Issuer or Unilever U.S. or to any other Person moneys cash, property or assets securities to which any holders of such Senior Debt shall be entitled by virtue of this Article Ten or otherwise. Whenever a distribution is to be made or a notice given to holders or owners of Senior Debt, the distribution may be made and the notice may be given to their Representative, if any.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with VI in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this ArticleArticle VI, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article VI. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article VI and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Securities in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, sue xxx, collect, receive and receipt for the payments and distributions in respect of the Securities which are required to be paid or delivered to the holders of Senior Debt as provided in this Article VI and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseVI.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with VI in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligation, as are specifically set forth in this ArticleArticle VI, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article VI. Each Holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article VI and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such Holder's Notes in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any Holder or holders of Senior Debt or their representative or representatives shall have the right to demand, xxx for, collect, receive and receipt for the payments and distributions in respect of the Notes which are required to be paid or delivered to the holders of Senior Debt as provided in this Article VI and to file and prove all claims therefore and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseVI.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder’s Securities in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their Representative or Representatives shall have the right to demand, sue for, collect, receive and receipt for the payments and distributions in respect of the Securities which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or Representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseArticle.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 613 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing Anything in this Article shall apply Indenture to claims ofthe contrary notwithstanding, or payments to, amounts payable to the Trustee under or from time to time pursuant to Section 6.07607 shall be treated for purposes of this Article as if such amounts constituted Senior Debt hereunder. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Securities in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, sue for, collect, receive and receipt for the payments and distrixxxions in respect of the Securities which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of this Article. Anything in this Indenture to the contrary notwithstanding, amounts payable to the Trustee from time to time pursuant to Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt 607 shall be entitled by virtue treated for purposes of this Article or otherwiseas if such amounts constituted Senior Debt hereunder.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with VI in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligation, as are specifically set forth in this ArticleArticle VI, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt and, subject but shall have only such obligations to such holders as are expressly set forth in this Article VI; and in no event shall the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any such holders of such Senior Debt if it shall in good faith mistakenly pay over or deliver distribute to Holders of the Notes or to the Company (or any other Person) amounts to which such holders of Senior Debt Securities would be entitled under this Article VI. Each Holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article VI and appoints the Trustee his attorney-in-fact for any and all such purposes, including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such Holder's Notes in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any Holder or holders of Coupons Senior Debt or their representative or representatives shall have the right to demand, sue for, collect, receive and receipt for the payments and distrixxxions in respect of any series, the Company, either Parent Notes which are required to be paid or Unilever U.S. or any other Person moneys or assets delivered to which any the holders of such Senior Debt shall as provided in this Article VI and to file and prove all claims therefore and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be entitled by virtue necessary or appropriate for the enforcement of the provisions of this Article or otherwiseVI.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its --------------------------------- individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each holder of a Convertible Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Convertible Notes in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, xxx for, collect, receive and receipt for the payments and distributions in respect of the Convertible Notes which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseArticle.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Securities in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their Representative or Representatives shall have the right to demand, sue for, collect, receive and receipt for the payments and distributioxx in respect of the Securities which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or Representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseArticle.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with VII in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 7.1 of the Indenture hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this ArticleArticle VII, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article VII. Each holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article VII and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Notes in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, xxx for, collect, receive and receipt for the payments and distributions in respect of the Notes which are required to be paid or delivered to the holders of Senior Debt as provided in this Article VII and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseVII.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Securities in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their Representative or Representatives shall have the right to demand, xxx for, collect, receive and receipt for the payments and distributions in respect of the Securities which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or Representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseArticle.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Securities in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, sue for, collect, receive and receipt for the payments and distribxxxons in respect of the Securities which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseArticle.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 7.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this ArticleArticle 11, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article 11. Each holder of a Convertible Subordinated Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 11 and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Convertible Subordinated Notes in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their Representative or Representatives shall have the right to demand, xxx for, collect, receive and receipt for the payments and distributions in respect of the Convertible Subordinated Notes which are required to be paid or delivered to the holders of Senior Debt as provided in this Article 11 and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or Representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwise11.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with VI in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligation, as are specifically set forth in this ArticleArticle VI, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt and, subject but shall have only such obligations to such holders as are expressly set forth in this Article VI; and in no event shall the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any such holders of such Senior Debt if it shall in good faith mistakenly pay over or deliver distribute to Holders of the Notes or to the Company (or any other Person) amounts to which such holders of Senior Debt Securities would be entitled under this Article. Each Holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article VI and appoints the Trustee his attorney-in-fact for any and all such purposes, including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such Holder's Notes in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any Holder or holders of Coupons Senior Debt or their representative or representatives shall have the right to demand, sue xxx, collect, receive and receipt for the payments and distributions in respect of any series, the Company, either Parent Notes which are required to be paid or Unilever U.S. or any other Person moneys or assets delivered to which any the holders of such Senior Debt shall as provided in this Article VI and to file and prove all claims therefore and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be entitled by virtue necessary or appropriate for the enforcement of the provisions of this Article or otherwiseVI.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. Issuer or the Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S., and nothing in Section 6.13 or elsewhere in this Indenture shall deprive the Trustee or any such agent agent, of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.075.06. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt and, subject to the provisions of Section 6.01Sections 5.01 and 5.02, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders holder of such Senior Debt if it shall in good faith pay over or deliver to Holders of Debt Securities or holders of Coupons of any seriesSecurities, the Company, either Parent or Unilever U.S. Issuer or any other Person moneys or assets to which any holders holder of such Senior Debt shall be entitled by virtue of this Article or otherwise. The Trustee shall not be charged with knowledge of the existence of Senior Debt or of any facts that would prohibit any payment hereunder unless the Trustee shall have received notice to that effect at its Corporate Trust Office.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Securities in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their Representative or Representatives shall have the right to demand, sue for, collect, receive and receipt for the payments and distributixxx in respect of the Securities which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or Representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseArticle.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with 15 in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligation, as are specifically set forth in this ArticleArticle 15, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article 15. Each Holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 15 and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such Holder's Notes in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any Holder or holders of Senior Debt or their representative or representatives shall have the right to demand, sue for, collect, receive and receixx for the payments and distributions in respect of the Notes which are required to be paid or delivered to the holders of Senior Debt as provided in this Article 15 and to file and prove all claims therefore and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwise15.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with VI in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligation, as are specifically set forth in this ArticleArticle VI, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article VI. Each Holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article VI and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of NTL Incorporated (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such Holder's Notes in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, sue xxx, collect, receive and receipt for the payments and distributions in respect of the Notes which are required to be paid or delivered to the holders of Senior Debt as provided in this Article VI and to file and prove all claims therefore and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseVI.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Securities in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, xxx for, collect, receive and receipt for the payments and distributions in respect of the Securities which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseArticle.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Securities in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their Representative or Representatives shall have the right to demand, sue xxx, collect, receive and receipt for the payments and distributions in respect of the Securities which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or Representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseArticle.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its --------------------------------- individual capacity shall be entitled to all the rights set forth in this Article with 6 in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this ArticleArticle 6, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article 6. Each holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 6 and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Notes in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, xxx for, collect, receive and receipt for the payments and distributions in respect of the Notes which are required to be paid or delivered to the holders of Senior Debt as provided in this Article 6 and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwise6.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 613 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing Anything in this Article shall apply Indenture to claims ofthe contrary notwithstanding, or payments to, amounts payable to the Trustee under or from time to time pursuant to Section 6.07607 shall be treated for purposes of this Article as if such amounts constituted holdings of Senior Debt hereunder. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Securities in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, sxx for, collect, receive and receipt for the payments and distributions in respect of the Securities which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of this Article. Anything in this Indenture to the contrary notwithstanding, amounts payable to the Trustee from time to time pursuant to Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt 607 shall be entitled by virtue treated for purposes of this Article or otherwiseas if such amounts constituted Senior Debt hereunder.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with VI in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligation, as are specifically set forth in this ArticleArticle VI, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article VI. Each Holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article VI and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such Holder's Notes in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, sue xxx, collect, receive and receipt for the payments and distributions in respect of the Notes which are required to be paid or delivered to the holders of Senior Debt as provided in this Article VI and to file and prove all claims therefore and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseVI.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its --------------------------------- individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each Noteholder by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such Noteholder's Notes in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, xxx for, collect, receive and receipt for the payments and distributions in respect of the Notes which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseArticle.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. Company or the Trustee shall be entitled to all the rights set forth in this Article Eleven with respect to any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S., and nothing in Section 6.13 or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this ArticleArticle Eleven, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt. Whenever a distribution is to be made or a notice given to holders or owners of Senior Debt, the distribution may be made and the notice may be given to their Representative, if any. Section 11.11. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Debt. No right of any present or future holders of any Senior Debt andto enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, subject in good faith, by any such holder, or by any noncompliance by the Company with the terms of this Indenture, regardless of any knowledge thereof with which any such holder may have or otherwise be charged. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt may, at any time and from time to time, without the provisions consent of Section 6.01, or notice to the Trustee, in its capacity as without incurring responsibility to the Trustee in its capacity as Trustee for or the Holders of subordinated the Notes and without impairing or releasing the subordination provided in this Article Eleven or the obligations hereunder of the Holders of the Notes to the holders of the Senior Debt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt, or any instrument evidencing the same or any agreement under which Senior Debt Securities is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; (iii) release any Person liable in any manner for the payment or collection of Senior Debt; and (iv) exercise or refrain from exercising any rights against the Company and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwisePerson. Section 11.12.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Securities in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, sue for, collect, receive and receipt for the payments and distribuxxxns in respect of the Securities which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseArticle.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy -41- 42 law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Securities in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, sue xxx, collect, receive and receipt for the payments and distributions in respect of the Securities which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseArticle.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with VI in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligation, as are specifically set forth in this ArticleArticle VI, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article VI. Each holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article VI and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Notes in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, sue for, collect, receive and receipt for the payments and distributions in respect of the Notes which are required to be paid or delivered to the holders of Senior Debt as provided in this Article VI and to file and prove all claims therefore and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseVI.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with 15 in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligation, as are specifically set forth in this ArticleArticle 15, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article 15. Each Holder of a Note by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 15 and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such Holder's Notes in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any Holder or holders of Senior Debt or their representative or representatives shall have the right to demand, sue for, collect, receive and receipt for the payments and dxxxributions in respect of the Notes which are required to be paid or delivered to the holders of Senior Debt as provided in this Article 15 and to file and prove all claims therefore and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwise15.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. Company or the Trustee shall be entitled to all the rights set forth in this Article Ten with respect to any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S., and nothing in Section 6.13 or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this ArticleArticle Ten, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt and, subject to the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any such holders of such Senior Debt if it the Trustee shall pay over or deliver distribute to or on behalf of Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. Company or any other Person moneys person money or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article Ten, except if such payment is made as a result of willful misconduct or otherwisegross negligence of the Trustee. Whenever a distribution is to be made or a notice given to holders or owners of Senior Debt, the distribution may be made and the notice given to their Representatives, if any. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes at a time when the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Article 10 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in cash in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with in respect to of any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity it, to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S.Debt, and nothing in Section 6.13 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations obligations, as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt andbut shall have only such obligations to such holders as are expressly set forth in this Article. Each holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes, subject including, in the event of any dissolution, winding up or liquidation or reorganization under any applicable bankruptcy law of the Company (whether in bankruptcy, insolvency or receivership proceedings or otherwise), the timely filing of a claim for the unpaid balance of such holder's Securities in the form required in such proceedings and the causing of such claim to be approved. If the Trustee does not file a claim or proof of debt in the form required in such proceedings prior to 30 days before the expiration of the time to file such claims or proofs, then any holder or holders of Senior Debt or their representative or representatives shall have the right to demand, sue xxx, collect, receive and receipt for the payments and distributions in respect of the Securities which are required to be paid or delivered to the holders of Senior Debt as provided in this Article and to file and prove all claims therefor and to take all such other action in the name of the holders or otherwise, as such holders of Senior Debt or representative thereof may determine to be necessary or appropriate for the enforcement of the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwiseArticle.

Trustee's Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. Company or the Trustee shall be entitled to all the rights set forth in this Article 14 with respect to any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S., and nothing in Section 6.13 or elsewhere in this Indenture shall deprive the Trustee or any such agent agent, of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07Article 7. With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S.Debt, the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this ArticleArticle 14, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary > duty to the holders of such Senior Debt and, subject to the provisions of Section 6.01Article 7, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders holder of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any seriesDebentures, the Company, either Parent or Unilever U.S. Company or any other Person person moneys or assets to which any holders holder of such Senior Debt shall be entitled by virtue of this Article 14 or otherwise. Nothing in this Article 14 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06.