Common use of Subordination May Not Be Impaired Clause in Contracts

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or 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, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the Holders of the Securities to the holders of such Senior Indebtedness 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Subordination May Not Be Impaired. (a) No right of any present or future holder of any Senior Indebtedness of the Company Issuer to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Issuer or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. . (b) Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company Issuer may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of the Subordinated Debt Securities, without incurring responsibility to the Securityholders Holders of the Subordinated Debt Securities and without impairing or releasing the subordination provided in this Article XV Fifteen or the obligations hereunder of the Holders of the Subordinated Debt Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Issuer and any other Person. Wilmington Trust Company hereby accepts the trusts in ARTICLE SIXTEEN MEETINGS OF HOLDERS OF SUBORDINATED DEBT SECURITIES SECTION 1601. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of Holders of Subordinated Debt Securities of such series may be called at any time and from time to time pursuant to this Article to make, give or take any Act provided by this Indenture declared and providedto be made, upon the terms and conditions hereinabove set forthgiven or taken by Holders of Subordinated Debt Securities of such series.

Subordination May Not Be Impaired. (a) No right of any present or future holder of any Senior Indebtedness of the Company Issuer to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Issuer or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. . (b) Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company Issuer may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of the Subordinated Debt Securities, without incurring responsibility to the Securityholders Holders of the Subordinated Debt Securities and without impairing or releasing the subordination provided in this Article XV Fifteen or the obligations hereunder of the Holders of the Subordinated Debt Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Issuer and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.ARTICLE SIXTEEN

Subordination May Not Be Impaired. (a) No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Company, as the case may be, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Company, as the case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. . (b) Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of the Debentures, without incurring responsibility to the Securityholders Holders of the Debentures and without impairing or releasing the subordination provided in this Article XV Section 16 or the obligations hereunder of the Holders of the Securities Debentures to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any an instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Company, as the case may be, and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Subordination May Not Be Impaired. (a) No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, 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, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. . (b) Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders, without incurring responsibility to the Securityholders Holders and without impairing or releasing the subordination provided in this Article XV Fourteen or the obligations hereunder of the Holders of the Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising or waive any rights against the Company or and any other Person. Wilmington Trust Company hereby accepts . (c) Each present and future holder of Senior Indebtedness shall be entitled to the trusts in benefit of the provisions of this Indenture declared and provided, upon the terms and conditions hereinabove set forthArticle Fourteen notwithstanding that such holder is not a party to this Indenture.

Subordination May Not Be Impaired. (a) No right of any present or future holder of any Senior Indebtedness of the Company Secured Debt to enforce subordination as herein provided shall at any time or in any way, 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, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that which any such holder may have or otherwise be charged with. . (b) Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company Secured Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of the Notes, without incurring responsibility to the Securityholders Holders of the Notes and without impairing or releasing the subordination provided in this Article XV 11 or the obligations hereunder of the Holders of the Securities Notes to the holders of such Senior Indebtedness Secured 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, such Senior IndebtednessSecured Debt, or otherwise amend or supplement in any manner such Senior Indebtedness Secured Debt or any instrument evidencing the same or any agreement under which such Senior Indebtedness Secured Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior IndebtednessSecured Debt; (iii) release any Person liable in any manner for the collection of such Senior IndebtednessSecured Debt; and (iv) exercise or refrain from exercising any rights against the Company or and any other Person. Wilmington Trust Company hereby accepts . (c) The subordination provisions of this Article 11 shall continue to be effective or be reinstated, as the trusts in this Indenture declared case may be, if at any time payment and providedperformance of the Secured Debt is, pursuant to applicable law, avoided, recovered, or rescinded or must otherwise be restored or returned by any holder of Secured Debt, whether as a "voidable preference," "fraudulent conveyance," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. (d) If, upon any proceeding referred to in Section 11.03, the terms Trustee does not file a claim in such proceeding prior to fifteen Business Days before the expiration of the time to file such claim, the holders of Secured Debt or their agent may file such claim on behalf of the Holders of the Notes. (e) The subordination provisions contained herein are solely for the benefit of the holders from time to time of Secured Debt and conditions hereinabove set forththeir representatives, assignees and beneficiaries and may not be rescinded, canceled, amended or modified in any way other than, as to any holder of Secured Debt, pursuant to an amendment or modification that is permitted by the documentation relating to the Secured Debt applicable to such holder.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Company, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Company, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the Holders holders of the Debt Securities to the holders of such Senior Indebtedness Indebtedness, do any one or more of the following: (ia) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iiic) release any Person liable in any manner for the collection of such Senior Indebtedness; and (ivd) exercise or refrain from exercising any rights against the Company or Company, and any other Person. Wilmington Trust Company ▇▇▇▇▇ Fargo Bank, National Association, in its capacity as Trustee, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove herein above set forth.

Subordination May Not Be Impaired. No right of any present or future holder of any Guarantor Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Guarantor, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Guarantor with the terms, provisions and covenants of this Supplemental Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of Securities, without incurring responsibility to the Securityholders such Holders and without impairing or releasing the subordination provided in this Article XV III or the obligations hereunder of the Holders of the Securities to the holders of such Guarantor Senior Indebtedness Indebtedness, 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, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Guarantor and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Subordination May Not Be Impaired. No right of any present or future holder of any Guarantor Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company a Guarantor, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company such Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior Indebtedness with respect to the Debt Securities of the Company any series may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of Debt Securities of such series, without incurring responsibility to the Securityholders such Holders and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the Holders of the Debt Securities of such series to the holders of such Guarantor Senior Indebtedness Indebtedness, 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, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or a Guarantor and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Subordination May Not Be Impaired. No right of any present or future holder of any Guarantor Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Guarantor, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior Indebtedness with respect to the Securities of the Company any series may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of Securities of such series, without incurring responsibility to the Securityholders such Holders and without impairing or releasing the subordination provided in this Article XV 18 or the obligations hereunder of the Holders of the Securities of such series to the holders of such Guarantor Senior Indebtedness Indebtedness, 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, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Guarantor and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.* * * 109

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Company, as the case may be, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Company, as the case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of the Securities, without incurring responsibility to the Securityholders Holders of the Securities and without impairing or releasing the subordination provided in this Article XV Fourteen or the obligations hereunder of the Holders of the Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the 77 same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Company, as the case may be, and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Company, as the case may be, or by any act or failure to act, in good faith, by any such holderholder of Securities, or by any noncompliance by the Company Company, as the case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholdersholders of Securities, without incurring responsibility to the Securityholders holders of Securities and without impairing or releasing the subordination provided in this Article XV Fifteen or the obligations hereunder of the Holders holders of the Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Company, as the case may be, and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.70

Subordination May Not Be Impaired. (a) No right of any present or future holder of any Senior Indebtedness of the Company Bank to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Bank, as the case may be, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Bank, as the case may be, with the terms, provisions and covenants of this IndentureAgreement, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. . (b) Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company Bank may, at any time and from time to time, without the consent of or notice to the Trustee or Holders of the SecurityholdersSenior Subordinated Securities, without incurring responsibility to the Securityholders Holders of the Senior Subordinated Securities and without impairing or releasing the subordination provided in this Article XV VII or the obligations hereunder of the Holders of the Senior Subordinated Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Bank, as the case may be, and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forthperson.

Subordination May Not Be Impaired. (a) No right of any --------------------------------- present or future holder of any Senior Indebtedness to enforce the subordination of the Company to enforce subordination as herein provided Indebtedness evidenced by the Securities shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Issuer or any such holder or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by the Company Issuer with the terms, provisions and covenants of this IndentureIndenture or the Securities, regardless of any knowledge thereof that any such holder may have or be otherwise be charged with. . (b) Without in any way limiting the generality of the foregoing paragraphSection 10.07(a), the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersSecurityholder, without incurring responsibility to the Trustee or the Securityholders and without impairing or releasing the subordination provided in this Article XV X or the obligations hereunder of the Holders of Trustee, Paying Agent or the Securities to the holders of such Senior Indebtedness Securityholders, 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 refund or refinance, or renew or alter, such Senior Indebtedness, or otherwise change, modify, or amend or supplement in any manner such Senior Indebtedness or other term of any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company Issuer or any other Person. Wilmington Trust Company hereby accepts ; and (v) take any other action which might otherwise constitute a defense available to, or discharge of, the trusts Trustee, Paying Agent or the Securityholders in respect of their obligations under this Indenture declared and provided, upon the terms and conditions hereinabove set forth.Article X.

Subordination May Not Be Impaired. No right of any present or future holder of any Guarantor Senior Indebtedness of the Company or any Obligation or claims relating thereto to enforce subordination as herein provided shall at any time or in any way, 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, in good faith, faith by any such holder, or by any act, failure to act or noncompliance by the Company Guarantor, the Trustee or any Agent with the terms, terms and provisions and covenants of this Indentureherein, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders or owners of Guarantor Senior Indebtedness of the Company may, or any Obligation or claim relating thereto may at any time and from time to time, without the consent of or notice to the Trustee or the Securityholdersany Holder, without incurring responsibility to the Securityholders any Holder and without impairing or releasing the subordination provided in this Article XV 12 or the obligations hereunder of the Holders of the Securities to the holders of such Guarantor Senior Indebtedness Indebtedness, 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, such all or any of the Guarantor Senior IndebtednessIndebtedness (including any change in the rate of interest thereon), or otherwise amend or supplement in any manner such manner, or grant any waiver or release with respect to, Guarantor Senior Indebtedness or any Obligation or claim relating thereto or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness or any Obligation or claim relating thereto is outstanding; (ii) sell, exchange, release release, not perfect or otherwise deal with any property at any time pledged, assigned or mortgaged to secure or otherwise securing such securing, Guarantor Senior IndebtednessIndebtedness or any Obligation or claim relating thereto, or amend, or grant any waiver or release with respect to, or consent to any departure from any 57 guarantee for all or any of the Guarantor Senior Indebtedness or any Obligation or claim relating thereto; (iii) subject to Section 12.08 hereof, release any Person person liable in any manner for the collection under or in respect of such Guarantor Senior IndebtednessIndebtedness or any Obligation or claim relating thereto; and (iv) exercise or refrain from exercising any rights against against, and, subject to Section 12.08 hereof, release from obligations of any type, the Company Guarantor and any other person; and (v) apply any sums from time to time received to the Guarantor Senior Indebtedness or any Obligation or claim relating thereto; provided, however, that in no event shall any such actions limit the right of the Holders of the Securities to take any action to accelerate the maturity of the Securities pursuant to Article 6 of this Indenture or to pursue any rights or remedies hereunder, under the Securities or under applicable laws if the taking of such action does not otherwise violate the terms of this Article. All rights and interests under this Indenture of the Credit Agent, the New Indentures Trustee and the other holders of Guarantor Senior Indebtedness or any Obligation or claim relating thereto, and all agreements and obligations of the Trustee, the Holders and the Guarantor under Article 10 hereof and under this Article 12 shall remain in full force and effect irrespective of (i) any lack of validity or enforceability of the Credit Agreement or the New Indentures, any promissory notes evidencing the Indebtedness thereunder, or any other Personagreement or instrument relating thereto or to any other Guarantor Senior Indebtedness or any Obligation or claim relating thereto, including, without limitation, any agreement referred to in the definition of Credit Agreement, or (ii) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Trustee, any Holder or the Guarantor. Wilmington Trust Company hereby accepts the trusts The provisions set forth in Article 10 hereof and in this Indenture declared Article 12 constitute a continuing agreement and providedshall (i) be and remain in full force and effect until payment in full of all Guarantor Senior Indebtedness and all Obligations and claims relating thereto at such time as no lender shall have any commitment to make any advances in respect of Guarantor Senior Indebtedness, (ii) be binding upon the terms Trustee, the Holders and conditions hereinabove set forththe Guarantor and their respective successors, transferees and assigns, and (iii) inure to the benefit of, and be enforceable directly by, each of the Holders and their respective successors, transferees and assigns. Each of the Credit Agent and the New Indentures Trustee is hereby authorized to demand specific performance of the provisions of this Article 12, whether or not the Guarantor shall have complied with any of the provisions of Article 12 applicable to it, at any time when the Trustee or any Holder shall have failed to comply with any of these provisions. The Trustee and the Holders hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Company, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Company, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the Holders holders of the Debt Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection 63 71 of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Company, and any other Person. Wilmington Trust Company The Chase Manhattan Bank hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove herein above set forth.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, 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, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of the Securities, without incurring responsibility to the Securityholders Holders of the Securities and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the Holders of the Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, Indebtedness or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or and any other Person. Wilmington Trust Company hereby accepts ----------------------- This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forthsame instrument.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness and Subordinated Debt of the Company to enforce subordination as herein provided shall at any time or in any way, 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, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this IndentureAgreement, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness and Subordinated Debt of the Company may, at any time and from time to time, without the consent of or notice to the Property Trustee or any other holder of the SecurityholdersSubordinated Note, without incurring responsibility to the Securityholders Property Trustee or to any other holder of the Subordinated Note and without impairing or releasing the subordination provided in this Article XV V or the obligations hereunder of the Holders Property Trustee or any other holder of the Securities Subordinated Note to the holders of such Senior Indebtedness and Subordinated 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, such Senior Indebtednessand Subordinated Debt, or otherwise amend or supplement in any manner such Senior Indebtedness and Subordinated Debt or any instrument evidencing the same or any agreement under which such Senior Indebtedness and Subordinated Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtednessand Subordinated Debt; (iii) release any Person liable in any manner for the collection of such Senior Indebtednessand Subordinated Debt; and (iv) exercise or refrain from exercising any rights against the Company or and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Subordination May Not Be Impaired. (a) No right of any present or future holder of any Company Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, 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, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. . (b) Without in any way limiting the generality of the foregoing paragraph, the holders of Company Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders, without incurring responsibility to the Securityholders Holders and without impairing or releasing the subordination provided in this Article XV Fourteen or the obligations hereunder of the Holders of the Securities to the holders of such Company Senior Indebtedness Indebtedness, 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, such Company Senior Indebtedness, or otherwise amend or supplement in any manner such Company Senior Indebtedness or any instrument evidencing the same or any agreement under which such Company Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Company Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Company Senior Indebtedness; and (iv) exercise or refrain from exercising or waive any rights against the Company or and any other Person. Wilmington Trust . (c) Each present and future holder of Company hereby accepts Senior Indebtedness shall be entitled to the trusts in benefit of the provisions of this Indenture declared and provided, upon the terms and conditions hereinabove set forthArticle Fourteen notwithstanding that such holder is not a party to this Indenture.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness and Subordinated Debt of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to 58 act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness and Subordinated Debt of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of the Junior Subordinated Debentures, without incurring responsibility to the Securityholders Holders of the Junior Subordinated Debentures and without impairing or releasing the subordination provided in this Article XV XVI or the obligations hereunder of the Holders of the Securities Junior Subordinated Debentures to the holders of such Senior Indebtedness and Subordinated Debt, do any one or more of the following: (ia) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtednessand Subordinated Debt, or otherwise amend or supplement in any manner such Senior Indebtedness and Subordinated Debt or any instrument evidencing the same or any agreement under which such Senior Indebtedness and Subordinated Debt is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtednessand Subordinated Debt; (iiic) release any Person liable in any manner for the collection of such Senior Indebtednessand Subordinated Debt; and (ivd) exercise or refrain from exercising any rights against the Company or and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

Subordination May Not Be Impaired. (a) No right of any present or future holder of any Senior Indebtedness of the Company Credit Union to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Credit Union, as the case may be, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Credit Union, as the case may be, with the terms, provisions and covenants of this IndentureAgreement, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. . (b) Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company Credit Union may, at any time and from time to time, without the consent of or notice to the Trustee or Holders of the SecurityholdersSubordinated Debt, without incurring responsibility to the Securityholders Holders of the Subordinated Debt and without impairing or releasing the subordination provided in this Article XV VII or the obligations hereunder of the Holders of the Securities Subordinated Debt to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Credit Union, as the case may be, and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forthperson.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Company, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Company, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the Holders holders of the Debt Securities to the holders of such Senior Indebtedness Indebtedness, do any one or more of the following: (ia) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iiic) release any Person liable in any manner for the collection of such Senior Indebtedness; and (ivd) exercise or refrain from exercising any rights against the Company or Company, and any other Person. Wilmington Trust Company Wells Fargo Bank, National As▇▇▇▇▇tion, in its capacity as Trustee, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove herein above set forth.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness to enforce the subordination of the Company to enforce subordination as herein Guarantee provided in this Article XVII shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Guarantor, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Guarantor, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the subordination of the Guarantee provided in this Article XV XVII or the obligations hereunder of the Holders holders of the Debt Securities to the holders of such Senior Indebtedness Indebtedness, do any one or more of the following: (ia) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend amend, extend, increase, renew, restate, revise, supplement, or supplement otherwise modify in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iiic) release any Person liable in any manner for the collection of such Senior Indebtedness; and (ivd) exercise or refrain from exercising any rights against the Company Guarantor or any other Person. Wilmington Trust Company Company, in its capacity as Trustee, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove herein above set forth.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company Debt to enforce subordination as herein provided shall at any time or in any way, 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, in 58 good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that which any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of the Debentures, without incurring responsibility to the Securityholders holders of the Debentures and without impairing or releasing the subordination provided in this Article XV Twelve or the obligations hereunder of the Holders of the Securities Debentures to the holders of such Senior Indebtedness 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, such Senior IndebtednessDebt, or otherwise amend or supplement in any manner such Senior Indebtedness Debt or any instrument evidencing the same or any agreement under which such Senior Indebtedness Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior IndebtednessDebt; (iii) release any Person liable in any manner for the collection of such Senior IndebtednessDebt; and (iv) exercise or refrain from exercising any rights against the Company or and any other Person. Wilmington Trust ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS SECTION 1301. NO RECOURSE. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Debenture, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors as such, of the Company or of any predecessor or successor corporation, or any of them, because of the creation of the indebtedness hereby accepts authorized, or under or by reason of the trusts obligations, covenants or agreements contained in this Indenture declared or in any of the Debentures or implied therefrom; and providedthat any and all such personal liability of every name and nature, upon either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against every such incorporator, stockholder, officer or director as such, because of the terms creation of the 59 indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Debentures or implied therefrom, are hereby expressly waived and conditions hereinabove set forth.released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such Debentures. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. ARTICLE FOURTEEN

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness to enforce the subordination of the Company to enforce subordination as herein Guarantee provided in this Article XVII shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Guarantor, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Guarantor, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the subordination of the Guarantee provided in this Article XV XVII or the obligations hereunder of the Holders holders of the Debt Securities to the holders of such Senior Indebtedness Indebtedness, do any one or more of the following: (ia) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend amend, extend, increase, renew, restate, revise, supplement, or supplement otherwise modify in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iiic) release any Person liable in any manner for the collection of such Senior Indebtedness; and (ivd) exercise or refrain from exercising any rights against the Company Guarantor or any other Person. 70 Wilmington Trust Company Company, in its capacity as Trustee, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove herein above set forth.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Company, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Company, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the Holders holders of the Securities Debentures to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Company, and any other Person. Wilmington Trust Company hereby accepts JPMorgan Chase Bank, N.A. ▇▇▇ ▇▇▇▇▇▇ 6th Floor North Houston, Texas 77252 Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Ladies and Gentlemen: Reference is made to that certain Loan and Security Agreement, dated as of November 17, 2006 (the trusts “Loan Agreement”), by and among HOMEBANC CORP. (“HB Corp.” and a “Borrower”) and HOMEBANC MORTGAGE CORPORATION (“HMC” and a “Borrower”, together with HB Corp., the “Borrowers”) and the Lenders party thereto from time to time and JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”). Any term defined in the Repurchase Agreement and used in this Indenture LIBOR Period Selection Confirmation shall have the meaning given to it in the Loan Agreement. This is a LIBOR Period Selection Confirmation made pursuant to Section 5 of the Loan Agreement, and confirms Borrowers’ telephonic notice of the LIBOR Period selected on ___________________________, 200__ by ______________________________ of Borrowers to ________________________________ of Administrative Agent at approximately ______ __.m., Houston (i.e., Central) time. In that telephonic notice, Borrowers selected the following LIBOR Period for the following Transaction: Borrowers hereby warrant and represent to Administrative Agent and the Lenders that: (a) no Default has occurred that has not been cured; (b) no Event of Default has occurred that has not been declared and provided, upon in writing by Administrative Agent to have been cured or waived; and (c) Borrowers are currently allowed to make the selection(s) described above under the terms of the Loan and conditions hereinabove set forthSecurity Agreement.

Subordination May Not Be Impaired. No right of any --------------------------------- present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, 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, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that which any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of the Securities, without incurring responsibility to the Securityholders holders of the Securities and without impairing or releasing the subordination provided in this Article XV XII or the obligations hereunder of the Holders of the Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or and any other Personperson. Wilmington Trust Company hereby accepts ------------------------------------------ This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forthsame instrument.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company or the Guarantor to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company or the Guarantor, as the case may be, or by any act or failure to act, act in good faith, faith by any such holder, or by any noncompliance by the Company or the Guarantor, as the case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company or the Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the subordination provided in this Article XV 17 or the obligations hereunder of the Holders holders of the Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or the Guarantor, as the case may be, and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Subordination May Not Be Impaired. (i) No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, 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, in good faith, faith by any such holder, or by any noncompliance by the Company Company, with the terms, terms and provisions and covenants of this Indentureherein, regardless of any knowledge 11 thereof that any such holder may have or otherwise be charged with. . (ii) Without in any way limiting the generality of the foregoing paragraph, the holders holder(s) of Senior Indebtedness of the Company may, may at any time and from time to time, without the consent of or notice to the Trustee or the Securityholdersany holder of Junior Subordinated Notes, without incurring responsibility to the Securityholders any holder of Junior Subordinated Notes, and without impairing or releasing the subordination provided in this Article XV Section 4 or the obligations hereunder of the Holders holder(s) of the Securities Junior Subordinated Notes to the holders holder(s) of such Senior Indebtedness Indebtedness, do any one or more of the following: (iA) change the mannernumber, place or terms of payment or extend the time of payment of, or renew or alter, such all or any of the Senior IndebtednessIndebtedness (including any change in the rate of interest thereon), or otherwise amend or supplement in any manner such manner, or grant any waiver or release with respect to, Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (iiB) sell, exchange, release release, not perfect or otherwise deal with any property at any time pledged, assigned or mortgaged to secure or otherwise securing such securing, Senior Indebtedness, or amend, or grant any waiver or release with respect to, or consent to any departure from any guarantee for all or any of the Senior Indebtedness; (iiiC) release any Person liable in any manner for the collection under or in respect of such Senior Indebtedness; and (ivD) exercise or refrain from exercising any rights against against, and any other Person; and (E) apply any sums from time to time received to the Senior Indebtedness. (iii) All rights and interests under the Junior Subordinated Notes of the holder(s) of Senior Indebtedness, and all agreements and obligations of the holder(s) of Junior Subordinated Notes and the Company under this Section 4 shall remain in full force and effect irrespective of (A) any lack of validity or enforceability of the Senior Debt Documents, any promissory notes evidencing the indebtedness thereunder, or any other Person. Wilmington Trust Company hereby accepts agreement or instrument relating thereto or to any other Senior Indebtedness, including, without limitation, any agreement referred to in the trusts definition of Senior Debt Documents, or (B) any other circumstances that might otherwise constitute a defense available to, or a discharge of, any holder(s) of Junior Subordinated Notes or the Company. (iv) The provisions set forth in this Indenture declared Section 4 constitute a continuing agreement and providedshall (A) be and remain in full force and effect until payment in full of all Senior Indebtedness at such time when no Person shall have any obligation to make advances under the Senior Debt Agreement, (B) be binding upon the terms holder(s) of Junior Subordinated Notes and conditions hereinabove set forththe Company and their respective successors, transferees and assigns, and (C) inure to the benefit of, and be enforceable directly by, each of the holder(s) of Senior Indebtedness and their respective successors, transferees and assigns. (v) Each Senior Lender is hereby authorized to demand specific performance of the provisions of this Section 4, whether or not the Company shall have complied with any of the provisions of this Section 4 applicable to it, at any time when any holder of Junior Subordinated Notes shall have failed to comply with any of these provisions. Each holder of Junior Subordinated Notes hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance. 12

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company Guarantor to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Guarantor, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Guarantor, with the terms, provisions and covenants of this IndentureGuarantee Agreement, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company Guarantor may, at any time and from time to time, without the consent of or notice to the Preferred Guarantee Trustee or the SecurityholdersHolders of the Preferred Securities, without incurring responsibility to the Securityholders Holders of the Preferred Securities and without impairing or releasing the subordination provided in this Article XV VI or the obligations hereunder of the Holders of the Preferred Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Guarantor and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Company, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Company, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the Holders holders of the Debt Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Company, and any other Person. Wilmington Trust Company First Union National Bank hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove herein above set forth.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall shall, at any time or 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, in good faith, by any such holder, or by any noncompliance an non-compliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without Without, in any way way, limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of the Securities, without incurring responsibility to the Securityholders Holders of the Securities and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the Holders of the Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, Indebtedness or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or and any other Person. Wilmington Trust Company hereby accepts This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forthsame instrument.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Company, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Company, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the Holders of the Securities Securityholders to the holders of such Senior Indebtedness Indebtedness, do any one or more of the following: (ia) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iiic) release any Person liable in any manner for the collection of such Senior Indebtedness; and (ivd) exercise or refrain from exercising any rights against the Company or Company, and any other Person. Wilmington Trust Company Company, in its capacity as Trustee, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove herein above set forth.

Subordination May Not Be Impaired. (a) No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Company, as the case may be, or by any act or failure to act, in good faith, by any such holderholder of Securities, or by any noncompliance by the Company Company, as the case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. . (b) Without in any way limiting the generality of the foregoing paragraphSection 11.08(a), the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholdersholders of Securities, without incurring responsibility to the Securityholders holders of Securities and without impairing or releasing the subordination provided in this Article XV 11 or the obligations hereunder of the Holders holders of the Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Company, as the case may be, and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company or any Obligation or claims relating thereto to enforce subordination as herein provided shall at any time or in any way, 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, in good faith, faith by any such holder, or by any act, failure to act or noncompliance by the Company Company, the Trustee or any Agent with the terms, terms and provisions and covenants of this Indentureherein, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders or owners of Senior Indebtedness of the Company may, or any Obligation or claim relating thereto may at any time and from time to time, without the consent of or notice to the Trustee or the Securityholdersany Holder, without incurring responsibility to the Securityholders any Holder and without impairing or releasing the subordination provided in this Article XV 11 or the obligations hereunder of the Holders of the Securities to the holders of such Senior Indebtedness Indebtedness, 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, such all or any of the Senior IndebtednessIndebtedness (including any change in the rate of interest thereon), or otherwise amend or supplement in any manner such manner, or grant any waiver or release with respect to, Senior Indebtedness or any Obligation or claim relating thereto or any instrument evidencing the same or any agreement under which such Senior Indebtedness or any Obligation or claim relating thereto is outstanding; (ii) sell, exchange, release release, not perfect or otherwise deal with any property at any time pledged, assigned or mortgaged to secure or otherwise securing such securing, Senior IndebtednessIndebtedness or any Obligation or claim relating thereto, or amend, or grant any waiver or release with respect to, or consent to any departure from any guarantee for all or any of the Senior Indebtedness or any Obligation or claim relating thereto; (iii) subject to Section 11.08 hereof, release any Person person liable in any manner for the collection under or in respect of such 49 Senior IndebtednessIndebtedness or any Obligation or claim relating thereto; and (iv) exercise or refrain from exercising any rights against against, and, subject to Section 11.08 hereof, release from obligations of any type, the Company and any other person; and (v) apply any sums from time to time received to the Senior Indebtedness or any Obligation or claim relating thereto; provided, however, that in no event shall any such actions limit the right of the Holders of the Securities to take any action to accelerate the maturity of the Securities pursuant to Article 6 of this Indenture or to pursue any rights or remedies hereunder, under the Securities or under applicable laws if the taking of such action does not otherwise violate the terms of this Article. All rights and interests under this Indenture of the Minimum Payment Guarantor, the Credit Agent, the New Indentures Trustee and the other holders of Senior Indebtedness or any Obligation or claim relating thereto, and all agreements and obligations of the Trustee, the Holders and the Company under Sections 6.02, 6.03 and 6.09 hereof and under this Article 11 shall remain in full force and effect irrespective of (i) any lack of validity or enforceability of any Minimum Payment Guaranty Documents, the Credit Agreement or the New Indentures, any promissory notes evidencing the Indebtedness thereunder, or any other Personagreement or instrument relating thereto or to any other Senior Indebtedness or any Obligation or claim relating thereto, including, without limitation, any agreement referred to in the definition of Credit Agreement, or (ii) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Trustee, any Holder or the Company. Wilmington Trust Company hereby accepts the trusts The provisions set forth in Sections 6.02, 6.03 and 6.09 hereof and in this Indenture declared Article 11 constitute a continuing agreement and providedshall (i) be and remain in full force and effect until payment in full of all Senior Indebtedness and all Obligations and claims relating thereto at such time as no lender shall have any commitment to make any advances in respect of Senior Indebtedness, (ii) be binding upon the terms Trustee, the Holders and conditions hereinabove set forththe Company and their respective successors, transferees and assigns, and (iii) inure to the benefit of, and be enforceable directly by, each of the Holders and their respective successors, transferees and assigns. Each of the Minimum Payment Guarantor, the Credit Agent and the New Indentures Trustee is hereby authorized to demand specific performance of the provisions of this Article 11, whether or not the Company shall have complied with any of the provisions of Article 11 applicable to it, at any time when the Trustee or any Holder shall have failed to comply with any of these provisions. The Trustee and the Holders hereby irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Subordination May Not Be Impaired. (a) No right of any present or future holder of any Senior Indebtedness of the Company Issuer to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Issuer or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. . (b) Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company Issuer may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders, without incurring responsibility to the Securityholders Holders and without impairing or releasing the subordination provided in this Article XV 10 or the obligations hereunder of the Holders of the Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising or waive any rights against the Company or Issuer and any other Person. Wilmington Trust Company hereby accepts . (c) Each present and future holder of Senior Indebtedness shall be entitled to the trusts in benefit of the provisions of this Indenture declared and provided, upon the terms and conditions hereinabove set forthArticle 10 notwithstanding that such holder is not a party to this Indenture.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness or Other Financial Obligations of the Company Corporation to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Corporation, as the case may be, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Corporation, as the case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness or Other Financial Obligations of the Company Corporation may, at any time and from time to time, without the consent of or notice to the Debt Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the subordination provided in this Article XV Fifteen or the obligations hereunder of the Holders holders of the Securities to the holders of such Senior Indebtedness or Other Financial Obligations, 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, such Senior IndebtednessIndebtedness or Other Financial Obligations, or otherwise amend or supplement in any manner such Senior Indebtedness or Other Financial Obligations or any instrument evidencing the same or any agreement under which such Senior Indebtedness or Other Financial Obligations is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior IndebtednessIndebtedness or Other Financial Obligations; (iii) release any Person liable in any manner for the collection of such Senior IndebtednessIndebtedness or Other Financial Obligations; and (iv) exercise or refrain from exercising any rights against the Company or Corporation, as the case may be, and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.* * * * *

Subordination May Not Be Impaired. (a) No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Company, as the case may be, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Company, as the case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. . (b) Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of the Debentures, without incurring responsibility to the Securityholders Holders of the Debentures and without impairing or releasing the subordination provided in this Article XV 16 or the obligations hereunder of the Holders of the Securities Debentures to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any an instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Company, as the case may be, and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Subordination May Not Be Impaired. No right of any present or future holder Holder of any Guarantor Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company any Guarantor, or by any act or failure to act, in good faith, by any such holderHolder, or by any noncompliance by the Company any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder Holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders Holders of Guarantor Senior Indebtedness of with respect to the Company Guaranteed Notes may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of Guaranteed Notes, without incurring responsibility to the Securityholders such Holders and without impairing or releasing the subordination provided in this Article XV Eighteen or the obligations hereunder of the Holders of the Securities Guaranteed Notes to the holders Holders of such Guarantor Senior Indebtedness Indebtedness, 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, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Guarantors and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Subordination May Not Be Impaired. No right of any present or future holder Holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company any Subsidiary Guarantor, or by any act or failure to act, in good faith, by any such holderHolder, or by any noncompliance by the Company any Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder Holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders Holders of Senior Indebtedness of with respect to the Company Guaranteed Notes may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of Guaranteed Notes, without incurring responsibility to the Securityholders such Holders and without impairing or releasing the subordination provided in this Article XV 16 or the obligations hereunder of the Holders of the Securities Guaranteed Notes to the holders Holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Subsidiary Guarantors and any other Person. Wilmington Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Subordination May Not Be Impaired. (a) No right of any present or future holder of any Guarantor Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. . (b) Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders, without incurring responsibility to the Securityholders Holders and without impairing or releasing the subordination provided in this Article XV Fifteen or the obligations hereunder of the Holders of the Securities to the holders of such Guarantor Senior Indebtedness Indebtedness, 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, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising or waive any rights against the Company or Guarantor and any other Person. Wilmington Trust Company hereby accepts . (c) Each present and future holder of Guarantor Senior Indebtedness shall be entitled to the trusts in benefit of the provisions of this Indenture declared and provided, upon the terms and conditions hereinabove set forthArticle Fifteen notwithstanding that such holder is not a party to this Indenture.

Subordination May Not Be Impaired. (a) No right of any present or future holder of any Senior Indebtedness of the Company Guarantor to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Guarantor, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. . (b) Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of the Guarantee endorsed on the Subordinated Debt Securities, without incurring responsibility to the Securityholders Holders of the Guarantee endorsed on the Subordinated Debt Securities and without impairing or releasing the subordination provided in this Article XV Sixteen or the obligations hereunder of the Holders of the Guarantee endorsed on the Subordinated Debt Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or Guarantor and any other Person. Wilmington Trust Company hereby accepts the trusts in ARTICLE SEVENTEEN MEETINGS OF HOLDERS OF SUBORDINATED DEBT SECURITIES SECTION 1701. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of Holders of Subordinated Debt Securities of such series may be called at any time and from time to time pursuant to this Article to make, give or take any Act provided by this Indenture declared and providedto be made, upon the terms and conditions hereinabove set forthgiven or taken by Holders of Subordinated Debt Securities of such series.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time or in any way, way be prejudiced or ·impaired by any act or failure to act on the part of the Company Company, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the SecurityholdersHolders of Securities, without incurring responsibility to the Securityholders such Holders and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the Holders of the Securities to the holders of such Senior Indebtedness Indebtedness, 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, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or and any other Person. Wilmington Trust Company hereby accepts This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forthsame instrument.