Common use of Continuing Subordination Clause in Contracts

Continuing Subordination. The subordination effected by this Article V is a continuing subordination, and each Subordinated Creditor hereby agrees that at any time and from time to time, without notice to it: (a) the time, place or manner for payment or performance by Genesis or any Affiliate of Genesis of, or compliance with any of its agreements or instruments evidencing, the Senior Obligations may be extended or waived by the Senior Creditors; (b) any act permitted to be taken by Genesis, any Affiliate of Genesis or any Senior Creditor under agreements or instruments evidencing the Senior Obligations may be so taken; (c) any of the agreements or instruments evidencing the Senior Obligations may be amended, or modified in any manner, including for the purpose of adding any provisions thereto, increasing the amount of, or changing the terms of, the Senior Obligations, adding or releasing any security or collateral therefor, or changing in any manner the covenants or rights of the Senior Creditors or Genesis or any Affiliate of Genesis or any other Person thereunder; (d) the maturity of any of the Senior Obligations may be accelerated; (e) any or all collateral security for the Senior Obligations may be exchanged, sold, surrendered, released or otherwise dealt with; (f) Genesis or any Affiliate of Genesis, any co-borrower with Genesis or any Affiliate of Genesis, any guarantor or any other Person may be released of its obligations in respect of the Senior Obligations, whether or not in connection with any Insolvency Proceeding; (g) payments received by any Senior Creditor from any source which could lawfully be applied to payment, in full or in part, of the Senior Obligations, but which could also lawfully be used for some other purpose may be used for such other purpose with or without the consent of the Senior Creditors; and (h) any other event which could, but for this provision, be used as a defense to the obligations of the Subordinated Creditor hereunder may occur; all without impairing or affecting the obligations of the Subordinated Creditors or the rights of the Senior Creditors hereunder. The rights and remedies of the Senior Creditors hereunder shall be irrevocable and shall remain in full force and effect notwithstanding (i) any lack of validity or enforceability of the Senior Obligations, (ii) any circumstance which might constitute a defense available to, or the discharge of, Genesis in respect of the Senior Obligations, or (iii) the occurrence of any of the circumstances described in clauses (a) through (h) of the preceding sentence. The provisions of this Article V shall continue to be effective or be reinstated, as the case may be, if at any time any payment in respect of the Senior Obligations is rescinded or must otherwise be returned by any Senior Creditor in any Insolvency Proceeding, all as though such payment had not been made.

Continuing Subordination. The subordination effected by this Article V these ------------------------ provisions is a continuing subordinationsubordination and may not be modified or terminated by the Manager or any other holder of any Management Fees until all of the Senior Debt shall have been indefeasibly paid in full in cash, satisfied and each Subordinated Creditor hereby agrees that at discharged or otherwise defeased under the Indenture. At any time and from time to time, without consent of or notice to itthe Manager or any other holder of the Management Fees, and without impairing or affecting the obligations of any of them hereunder: (a) The time for the time, place or manner for payment or Company's performance by Genesis or any Affiliate of Genesis of, or compliance with with, any of its agreements or instruments evidencingcontained in the Indenture, the Notes or the other Transaction Documents, or any other agreement, instrument or document relating to the Senior Obligations Debt, may be modified or extended or waived by the Senior Creditorssuch performance or compliance may be waived; (b) The Trustee may exercise or refrain from exercising any act permitted to be taken by Genesisrights under the Indenture, any Affiliate of Genesis the Notes or the other Transaction Documents, or any Senior Creditor under agreements other agreement, instrument or instruments evidencing document relating to the Senior Obligations may be so takenDebt; (c) The Indenture, the Notes or the other Transaction Documents, or any of the agreements other agreement, instrument or instruments evidencing document relating to the Senior Obligations Debt, may be amendedrevised, amended or otherwise modified in any manner, including for the purpose of adding or changing any provisions theretothereof (including, increasing but not limited to, an increase in the amount of, or changing the terms of, the Senior Obligations, adding or releasing any security or collateral thereforinterest charges), or changing in any manner the covenants or rights of the Senior Creditors Trustee or Genesis or any Affiliate of Genesis or any other Person thereunderthe Company; (d) the maturity of any Payment of the Senior Obligations Debt or any portion thereof may be acceleratedextended or refunded or any notes evidencing such Senior Debt may be renewed in whole or in part; (e) The maturity of the Senior Debt may be accelerated, and any or all collateral security for therefor or any other rights of the Senior Obligations Trustee may be exchanged, sold, surrendered, released or otherwise dealt withwith in accordance with the terms of any present or future agreement with the Company and any other agreement of subordination (and the debt covered thereby) may be surrendered, released or discharged, or the terms thereof modified or otherwise dealt with in any manner; (f) Genesis or Any person liable in any Affiliate manner for payment of Genesis, any co-borrower with Genesis or any Affiliate of Genesis, any guarantor or any other Person the Senior Debt may be released by holders of its obligations in respect of the Senior Obligations, whether or not in connection with any Insolvency Proceeding;Debt; and (g) payments received by Notwithstanding the occurrence of any Senior Creditor from any source which could lawfully be applied to payment, in full or in part, of the Senior Obligationsforegoing, but which could also lawfully be used for some other purpose may be used for such other purpose with or without the consent of the Senior Creditors; and (h) any other event which could, but for this provision, be used as a defense to the obligations of the Subordinated Creditor hereunder may occur; all without impairing or affecting the obligations of the Subordinated Creditors or the rights of the Senior Creditors hereunder. The rights and remedies of the Senior Creditors hereunder shall be irrevocable and these subordination provisions shall remain in full force and effect notwithstanding (i) any lack of validity or enforceability of with respect to the Senior Obligations, (ii) any circumstance which might constitute a defense available to, or the discharge of, Genesis in respect of the Senior Obligations, or (iii) the occurrence of any of the circumstances described in clauses (a) through (h) of the preceding sentence. The provisions of this Article V shall continue to be effective or be reinstatedDebt, as the case may besame shall have been extended, if at any time any payment in respect of the Senior Obligations is rescinded renewed, modified or must otherwise be returned by any Senior Creditor in any Insolvency Proceeding, all as though such payment had not been maderefunded.

Continuing Subordination. The subordination effected by this Article V these ------------------------ provisions is a continuing subordinationsubordination and may not be modified or terminated by Holder or any other holder of any Subordinated Debt until all of the Senior Debt and all of the Guaranteed Obligations (as defined in the Guaranty), Obligations (as defined in the Credit Agreement) and each Subordinated Creditor hereby agrees that at obligations under the Senior Notes and the Senior Note Agreement shall have been indefeasibly paid in full in cash. At any time and from time to time, without consent of or notice to itHolder or any other holder of Subordinated Debt, and without impairing or affecting the obligations of any of them hereunder: (a) the time, place or manner The time for payment or Guarantors performance by Genesis or any Affiliate of Genesis of, or compliance with with, any of its agreements contained in the Guaranty or instruments evidencingany other agreement, instrument or document relating to the Senior Obligations Debt, may be modified or extended or waived by the Senior Creditorssuch performance or compliance may be waived; (b) Each Lender, the Issuing Bank and each holder of the Senior Notes may exercise or refrain from exercising any act permitted to be taken by Genesisrights under the Credit Agreement, any Affiliate of Genesis the Senior Note Agreement, the Senior Notes, the Guaranty or any Senior Creditor under agreements other guaranty or instruments evidencing any other agreement, instrument or document relating to the Senior Obligations may be so takenDebt; (c) any of the agreements or instruments evidencing The Credit Agreement, the Senior Obligations Note Agreement, the Senior Notes, the Guaranty or any other agreement, instrument or document relating to the Senior Debt, may be amendedrevised, amended or otherwise modified in any manner, including for the purpose of adding or changing any provisions theretothereof (including, increasing but not limited to, an increase in the amount of, or changing the terms of, the Senior Obligations, adding or releasing any security or collateral thereforinterest charges), or changing in any manner the covenants or rights of the any Lender, Issuing Bank, any holder of Senior Creditors or Genesis or any Affiliate of Genesis Notes, Holder, Guarantor, or any other Person guarantor thereunder; (d) the maturity of any Payment of the Senior Obligations Debt or any portion thereof may be acceleratedextended or any notes evidencing such Senior Debt may be renewed in whole or in part; (e) The maturity of the Senior Debt may be accelerated, and any or all collateral security for the therefor or any other rights of Senior Obligations Creditors may be exchanged, sold, surrendered, released or otherwise dealt withwith in accordance with the terms of any present or future agreement with Holder, Guarantor or any other guarantor and any other agreement of subordination (and the debt covered thereby) may be surrendered, released or discharged, or the terms thereof modified or otherwise dealt with in any manner; (f) Genesis or Any person liable in any Affiliate manner for payment of Genesis, any co-borrower with Genesis or any Affiliate of Genesis, any guarantor or any other Person the Senior Debt may be released by holders of its obligations in respect of the Senior Obligations, whether or not in connection with any Insolvency Proceeding;Debt; and (g) payments received by Notwithstanding the occurrence of any Senior Creditor from any source which could lawfully be applied to payment, in full or in part, of the Senior Obligationsforegoing, but which could also lawfully be used for some other purpose may be used for such other purpose with or without the consent of the Senior Creditors; and (h) any other event which could, but for this provision, be used as a defense to the obligations of the Subordinated Creditor hereunder may occur; all without impairing or affecting the obligations of the Subordinated Creditors or the rights of the Senior Creditors hereunder. The rights and remedies of the Senior Creditors hereunder shall be irrevocable and these subordination provisions shall remain in full force and effect notwithstanding (i) any lack of validity or enforceability of with respect to the Senior Obligations, (ii) any circumstance which might constitute a defense available to, or the discharge of, Genesis in respect of the Senior Obligations, or (iii) the occurrence of any of the circumstances described in clauses (a) through (h) of the preceding sentence. The provisions of this Article V shall continue to be effective or be reinstatedDebt, as the case may besame shall have been extended, if at any time any payment in respect of the Senior Obligations is rescinded renewed, modified or must otherwise be returned by any Senior Creditor in any Insolvency Proceeding, all as though such payment had not been maderefunded.

Continuing Subordination. The subordination effected by this Article V these provisions is a continuing subordination, subordination and each Subordinated Creditor hereby agrees that at may not be modified or terminated by the Lender until payment in full in cash of the Senior Indebtedness. At any time and from time to time, without consent of or notice to it: (a) the time, place or manner for payment or performance by Genesis or any Affiliate of Genesis of, or compliance with any of its agreements or instruments evidencing, the Senior Obligations may be extended or waived by the Senior Creditors; (b) any act permitted to be taken by Genesis, any Affiliate of Genesis or any Senior Creditor under agreements or instruments evidencing the Senior Obligations may be so taken; (c) any of the agreements or instruments evidencing the Senior Obligations may be amended, or modified in any manner, including for the purpose of adding any provisions thereto, increasing the amount of, or changing the terms of, the Senior Obligations, adding or releasing any security or collateral therefor, or changing in any manner the covenants or rights of the Senior Creditors or Genesis or any Affiliate of Genesis or any other Person thereunder; (d) the maturity of any of the Senior Obligations may be accelerated; (e) any or all collateral security for the Senior Obligations may be exchanged, sold, surrendered, released or otherwise dealt with; (f) Genesis or any Affiliate of Genesis, any co-borrower with Genesis or any Affiliate of Genesis, any guarantor or any other Person may be released of its obligations in respect of the Senior Obligations, whether or not in connection with any Insolvency Proceeding; (g) payments received by any Senior Creditor from any source which could lawfully be applied to payment, in full or in part, of the Senior Obligations, but which could also lawfully be used for some other purpose may be used for such other purpose with or without the consent of the Senior Creditors; and (h) any other event which could, but for this provision, be used as a defense to the obligations of the Subordinated Creditor hereunder may occur; all Lender and without impairing or affecting the obligations of the Subordinated Creditors Lender hereunder but subject to the terms of the definition of "Senior Indebtedness": (i) the time for the Company's performance of, or compliance with any agreement relating to Senior Indebtedness may be modified or extended or such performance may be waived; (ii) a holder of Senior Indebtedness may exercise or refrain from exercising any rights under any agreement relating to the Senior Indebtedness; (iii) any agreement relating to the Senior Indebtedness may be revised, amended or otherwise modified for the purpose of adding or changing any provision thereof or changing in any manner the rights of the Company, any holder of Senior Creditors hereunder. The rights and remedies Indebtedness or any guarantor thereunder; (iv) payment of Senior Indebtedness or any portion thereof may be accelerated or extended or refunded or any instruments evidencing the Senior Indebtedness may be renewed in whole or in part; (v) any person liable in any manner for payment of the Senior Creditors hereunder shall Indebtedness may be irrevocable released by a holder of Senior Indebtedness; (vi) a holder of Senior Indebtedness may make loans or otherwise extend credit to the Company whether or not any default or event of default exists with respect to such Senior Indebtedness; and (vii) a holder of Senior Indebtedness may take and/or release any lien at any time on any collateral now or hereafter securing the Senior Indebtedness and take or fail to take any action to perfect any lien at any time granted therefor, and take or fail to take any action to enforce such liens. Notwithstanding the occurrence of any of the foregoing, these subordination provisions shall remain in full force and effect notwithstanding (i) any lack of validity or enforceability of with respect to the Senior Obligations, (ii) any circumstance which might constitute a defense available to, or the discharge of, Genesis in respect of the Senior Obligations, or (iii) the occurrence of any of the circumstances described in clauses (a) through (h) of the preceding sentence. The provisions of this Article V shall continue to be effective or be reinstated, as the case may be, if at any time any payment in respect of the Senior Obligations is rescinded or must otherwise be returned by any Senior Creditor in any Insolvency Proceeding, all as though such payment had not been madeIndebtedness.

Continuing Subordination. The subordination effected by this Article V Agreement is a continuing subordination, subordination and each may not be modified or terminated by any Subordinated Creditor hereby agrees that at Lender or any other holder of any Subordinated Debt until all of the Senior Debt shall have been Paid in Full. At any time and from time to time, without the consent of or notice to itthe Subordinated Lenders or any other holder of any Subordinated Debt, and without impairing or affecting the obligations of any of them hereunder: (a4.1 Senior Lender may exercise or refrain from exercising any rights or remedies against Borrower subject to each respective Subordinated Lender’s rights pursuant to Section 2.2(b) the time, place or manner for payment or performance by Genesis or any Affiliate of Genesis of, or compliance with any of its agreements or instruments evidencing, the this Agreement; 4.2 The Senior Obligations Loan Documents may be extended revised, amended or waived by the Senior Creditors; (b) any act permitted to be taken by Genesis, any Affiliate of Genesis or any Senior Creditor under agreements or instruments evidencing the Senior Obligations may be so taken; (c) any of the agreements or instruments evidencing the Senior Obligations may be amended, or otherwise modified in any manner, including for the purpose of adding or changing any provisions thereto, increasing the amount of, or changing the terms of, the Senior Obligations, adding or releasing any security or collateral therefor, thereof or changing in any manner the covenants rights of Senior Lender and/or Borrower; 4.3 The terms of this Agreement shall continue in full force and effect in the event that all or rights any portion of the Senior Creditors Debt is refunded, refinanced, or Genesis extended and the term “Senior Debt” shall include any Senior Debt which is refunded, refinanced or extended on one or more occasions, and in any Affiliate such case, the terms “Security Agreement” and “Senior Loan Documents” and the like as used herein shall refer to the agreements and instruments executed in connection with any such refunding, refinancing or extension; 4.4 The maturity of Genesis the Senior Debt may be accelerated after the occurrence of an event of default and any Collateral or any other Person thereunder; (d) the maturity rights of any of the Senior Obligations may be accelerated; (e) any or all collateral security for the Senior Obligations Lender may be exchanged, sold, surrendered, released or otherwise dealt with;with in any lawful manner; and (f) Genesis 4.5 Any person liable in any manner for payment of all or any Affiliate of Genesis, any co-borrower with Genesis or any Affiliate of Genesis, any guarantor or any other Person may be released of its obligations in respect part of the Senior Obligations, whether or not in connection with Debt may be released. Notwithstanding the occurrence of any Insolvency Proceeding; (g) payments received by any Senior Creditor from any source which could lawfully be applied to payment, in full or in part, of the Senior Obligationsforegoing, but which could also lawfully be used for some other purpose may be used for such other purpose with or without the consent provisions of the Senior Creditors; and (h) any other event which could, but for this provision, be used as a defense to the obligations of the Subordinated Creditor hereunder may occur; all without impairing or affecting the obligations of the Subordinated Creditors or the rights of the Senior Creditors hereunder. The rights and remedies of the Senior Creditors hereunder shall be irrevocable and Agreement shall remain in full force and effect notwithstanding (i) any lack of validity or enforceability of the Senior Obligations, (ii) any circumstance which might constitute a defense available to, or the discharge of, Genesis in respect of the Senior Obligations, or (iii) the occurrence of any of the circumstances described in clauses (a) through (h) of the preceding sentence. The provisions of this Article V shall continue to be effective or be reinstated, as the case may be, if at any time any payment in respect of the Senior Obligations is rescinded or must otherwise be returned by any Senior Creditor in any Insolvency Proceeding, all as though such payment had not been madeeffect.

Continuing Subordination. The subordination effected by this Article V these provisions is a continuing subordination, subordination and each Subordinated may not be modified or terminated by Creditor hereby agrees that at until payment in full in cash of the Senior Obligations. At any time and from time to time, without consent of or notice to it: Creditor, and without impairing or affecting the obligations of Creditor hereunder: (ai) the time, place or manner time for payment or Borrower's performance by Genesis or any Affiliate of Genesis of, or compliance with any agreement relating to Senior Obligations may be modified or extended or such performance may be waived; (ii) Senior Creditor may exercise or refrain from exercising any rights under any agreement relating to the Senior Obligations; (iii) so long as the aggregate principal amount of its agreements or instruments evidencingthe Senior Obligations is not increased, any agreement relating to the Senior Obligations may be revised, amended or otherwise modified for the purpose of adding or changing any provision thereof or changing in any manner the rights of Borrower, Senior Creditor or any guarantor thereunder; (iv) payment of Senior Obligations or any portion thereof may be accelerated or extended or waived by the Senior Creditors; (b) any act permitted to be taken by Genesis, any Affiliate of Genesis refunded or any Senior Creditor under agreements or instruments evidencing the Senior Obligations may be so taken; renewed in whole or in part; (cv) any of the agreements or instruments evidencing the Senior Obligations may be amended, or modified in any manner, including for the purpose of adding any provisions thereto, increasing the amount of, or changing the terms of, the Senior Obligations, adding or releasing any security or collateral therefor, or changing Person liable in any manner the covenants or rights of the Senior Creditors or Genesis or any Affiliate of Genesis or any other Person thereunder; (d) the maturity of any for payment of the Senior Obligations may be accelerated; released by Senior Creditor; (evi) any or all collateral security for so long as the aggregate principal amount of the Senior Obligations is not increased, Senior Creditor may be exchanged, sold, surrendered, released make loans or otherwise dealt with; (f) Genesis or any Affiliate of Genesis, any co-borrower with Genesis or any Affiliate of Genesis, any guarantor or any other Person may be released of its obligations in respect of the Senior Obligations, extend credit to Borrower whether or not in connection any default or event of default exists with any Insolvency Proceeding; respect to such Senior Obligations; and (gvii) payments received by any Senior Creditor from may take and/or release any source which could lawfully be applied Lien at any time on any collateral now or hereafter securing the Senior Obligations and take or fail to paymenttake any action to perfect any Lien at any time granted therefor, in full and take or in part, fail to take any action to enforce such Liens. Notwithstanding the occurrence of any of the Senior Obligationsforegoing, but which could also lawfully be used for some other purpose may be used for such other purpose with or without the consent of the Senior Creditors; and (h) any other event which could, but for this provision, be used as a defense to the obligations of the Subordinated Creditor hereunder may occur; all without impairing or affecting the obligations of the Subordinated Creditors or the rights of the Senior Creditors hereunder. The rights and remedies of the Senior Creditors hereunder shall be irrevocable and these subordination provisions shall remain in full force and effect notwithstanding (i) any lack of validity or enforceability of with respect to the Senior Obligations, (ii) any circumstance which might constitute as the same may have been modified, extended, renewed or refunded. Creditor has established adequate, independent means of obtaining from Borrower on a defense available to, or the discharge of, Genesis in respect continuing basis financial and other information pertaining to Borrower's financial condition. Creditor has received copies of the Senior Obligations, or (iii) the occurrence of any of the circumstances described in clauses (a) through (h) of the preceding sentence. The provisions of this Article V shall continue to be effective or be reinstated, as the case may be, if at any time any payment in respect of the Senior Obligations is rescinded or must otherwise be returned by any Senior Creditor in any Insolvency Proceeding, all as though such payment had not been madeCredit Documents.

Continuing Subordination. The subordination effected by this Article V these provisions is a continuing subordination, subordination and each Subordinated Creditor hereby agrees that at may not be modified or terminated by Lender until payment in full in cash of the Senior Indebtedness. At any time and from time to time, without consent of or notice to it: (a) the time, place or manner for payment or performance by Genesis or any Affiliate of Genesis of, or compliance with any of its agreements or instruments evidencing, the Senior Obligations may be extended or waived by the Senior Creditors; (b) any act permitted to be taken by Genesis, any Affiliate of Genesis or any Senior Creditor under agreements or instruments evidencing the Senior Obligations may be so taken; (c) any of the agreements or instruments evidencing the Senior Obligations may be amended, or modified in any manner, including for the purpose of adding any provisions thereto, increasing the amount of, or changing the terms of, the Senior Obligations, adding or releasing any security or collateral therefor, or changing in any manner the covenants or rights of the Senior Creditors or Genesis or any Affiliate of Genesis Lender or any other Person thereunder; (d) holder of Notes issued under the maturity of any of the Senior Obligations may be accelerated; (e) any or all collateral security for the Senior Obligations may be exchanged, sold, surrendered, released or otherwise dealt with; (f) Genesis or any Affiliate of Genesis, any co-borrower with Genesis or any Affiliate of Genesis, any guarantor or any other Person may be released of its obligations in respect of the Senior Obligations, whether or not in connection with any Insolvency Proceeding; (g) payments received by any Senior Creditor from any source which could lawfully be applied to payment, in full or in part, of the Senior Obligations, but which could also lawfully be used for some other purpose may be used for such other purpose with or without the consent of the Senior Creditors; and (h) any other event which could, but for this provision, be used as a defense to the obligations of the Subordinated Creditor hereunder may occur; all Note Purchase Agreement and without impairing or affecting the obligations of Lender hereunder: (i) the Subordinated Creditors time for Borrower's performance of, or compliance with any agreement relating to Senior Indebtedness may be modified or extended or such performance may be waived; (ii) a holder of Senior Indebtedness may exercise or refrain from exercising any rights under any agreement relating to the Senior Indebtedness; (iii) any agreement relating to the Senior Indebtedness may be revised, amended or otherwise 103 32 modified for the purpose of adding or changing any provision thereof or changing in any manner the rights of Borrower, any holder of Senior Indebtedness or any guarantor thereunder; (iv) payment of Senior Indebtedness or any portion thereof may be accelerated or extended or refunded or any instruments evidencing the Senior Creditors hereunder. The rights and remedies Indebtedness may be renewed in whole or in part; (v) any Person liable in any manner for payment of the Senior Creditors hereunder shall Indebtedness may be irrevocable released by a holder of Senior Indebtedness; (vi) a holder of Senior Indebtedness may make loans or otherwise extend credit to Borrower whether or not any default or event of default exists with respect to such Senior Indebtedness; and (vii) a holder of Senior Indebtedness may take and/or release any Lien at any time on any collateral now or hereafter securing the Senior Indebtedness and take or fail to take any action to perfect any Lien at any time granted therefor, and take or fail to take any action to enforce such Liens. Notwithstanding the occurrence of any of the foregoing, these subordination provisions shall remain in full force and effect notwithstanding (i) any lack of validity or enforceability of with respect to the Senior Obligations, (ii) any circumstance which might constitute a defense available to, or the discharge of, Genesis in respect of the Senior Obligations, or (iii) the occurrence of any of the circumstances described in clauses (a) through (h) of the preceding sentence. The provisions of this Article V shall continue to be effective or be reinstatedIndebtedness, as the case same may behave been modified, if at any time any payment in respect extended, renewed or refunded. Lender has established adequate, independent means of the Senior Obligations is rescinded or must otherwise be returned by any Senior Creditor in any Insolvency Proceeding, all as though such payment had not been madeobtaining from Borrower on a continuing basis financial and other information pertaining to Borrower's financial condition.

Continuing Subordination. The subordination effected by this Article V these ------------------------ provisions is a continuing subordination, subordination and each may not be modified or terminated by the Manager or any other holder of any Subordinated Creditor hereby agrees that at Obligations until all of the Senior Debt shall have been indefeasibly paid in full in cash. At any time and from time to time, without consent of or notice to itthe Manager or any other holder of Subordinated Obligations, and without impairing or affecting the obligations of any of them hereunder: (a) The time for the time, place or manner for payment or Company's performance by Genesis or any Affiliate of Genesis of, or compliance with with, any of its agreements or instruments evidencingcontained in the Indenture, the Notes or the Collateral Documents, or any other agreement, instrument or document relating to the Senior Obligations Debt, may be modified or extended or waived by the Senior Creditorssuch performance or compliance may be waived; (b) The Trustee may exercise or refrain from exercising any act permitted to be taken by Genesisrights under the Indenture, any Affiliate of Genesis the Notes or the Collateral Documents, or any Senior Creditor under agreements other agreement, instrument or instruments evidencing document relating to the Senior Obligations may be so takenDebt; (c) The Indenture, the Notes or the Collateral Documents, or any of the agreements other agreement, instrument or instruments evidencing document relating to the Senior Obligations Debt, may be amendedrevised, amended or otherwise modified in any manner, including for the purpose of adding or changing any provisions theretothereof (including, increasing but not limited to, an increase in the amount of, or changing the terms of, the Senior Obligations, adding or releasing any security or collateral thereforinterest charges), or changing in any manner the covenants or rights of the Senior Creditors Trustee or Genesis or any Affiliate of Genesis or any other Person thereunderthe Company; (d) the maturity of any Payment of the Senior Obligations Debt or any portion thereof may be acceleratedextended or refunded or any notes evidencing such Senior Debt may be renewed in whole or in part; (e) The maturity of the Senior Debt may be accelerated, and any or all collateral security for therefor or any other rights of the Senior Obligations Trustee may be exchanged, sold, surrendered, released or otherwise dealt with, in accordance with the terms of any present or future agreement with the Company and any other agreement of subordination (and the debt covered thereby) may be surrendered, released or discharged, or the terms thereof modified or otherwise dealt with in any manner; (f) Genesis or Any person liable in any Affiliate manner for payment of Genesis, any co-borrower with Genesis or any Affiliate of Genesis, any guarantor or any other Person the Senior Debt may be released by holders of its obligations in respect of the Senior Obligations, whether or not in connection with any Insolvency Proceeding;Debt; and (g) payments received by Notwithstanding the occurrence of any Senior Creditor from any source which could lawfully be applied to payment, in full or in part, of the Senior Obligationsforegoing, but which could also lawfully be used for some other purpose may be used for such other purpose with or without the consent of the Senior Creditors; and (h) any other event which could, but for this provision, be used as a defense to the obligations of the Subordinated Creditor hereunder may occur; all without impairing or affecting the obligations of the Subordinated Creditors or the rights of the Senior Creditors hereunder. The rights and remedies of the Senior Creditors hereunder shall be irrevocable and these subordination provisions shall remain in full force and effect notwithstanding (i) any lack of validity or enforceability of with respect to the Senior Obligations, (ii) any circumstance which might constitute a defense available to, or the discharge of, Genesis in respect of the Senior Obligations, or (iii) the occurrence of any of the circumstances described in clauses (a) through (h) of the preceding sentence. The provisions of this Article V shall continue to be effective or be reinstatedDebt, as the case may besame shall have been extended, if at any time any payment in respect of the Senior Obligations is rescinded renewed, modified or must otherwise be returned by any Senior Creditor in any Insolvency Proceeding, all as though such payment had not been maderefunded.

Continuing Subordination. The subordination effected by this Article V these provisions is a continuing subordination, subordination and each Subordinated Creditor hereby agrees that at may not be modified or terminated by the Holder until payment in full in cash of the Senior Indebtedness. At any time and from time to time, without notice to it: (a) the time, place or manner for payment or performance by Genesis or any Affiliate of Genesis of, or compliance with any of its agreements or instruments evidencing, the Senior Obligations may be extended or waived by the Senior Creditors; (b) any act permitted to be taken by Genesis, any Affiliate of Genesis or any Senior Creditor under agreements or instruments evidencing the Senior Obligations may be so taken; (c) any of the agreements or instruments evidencing the Senior Obligations may be amended, or modified in any manner, including for the purpose of adding any provisions thereto, increasing the amount of, or changing the terms of, the Senior Obligations, adding or releasing any security or collateral therefor, or changing in any manner the covenants or rights of the Senior Creditors or Genesis or any Affiliate of Genesis or any other Person thereunder; (d) the maturity of any of the Senior Obligations may be accelerated; (e) any or all collateral security for the Senior Obligations may be exchanged, sold, surrendered, released or otherwise dealt with; (f) Genesis or any Affiliate of Genesis, any co-borrower with Genesis or any Affiliate of Genesis, any guarantor or any other Person may be released of its obligations in respect of the Senior Obligations, whether or not in connection with any Insolvency Proceeding; (g) payments received by any Senior Creditor from any source which could lawfully be applied to payment, in full or in part, of the Senior Obligations, but which could also lawfully be used for some other purpose may be used for such other purpose with or without the consent of the Senior Creditors; and (h) any other event which could, but for this provision, be used as a defense or notice to the obligations of the Subordinated Creditor hereunder may occur; all Holder and without impairing or affecting the obligations of the Subordinated Creditors Holder hereunder: (i) the time for the Company's performance of, or compliance with any agreement relating to Senior Indebtedness may be modified or extended or such performance may be waived; (ii) a holder of Senior Indebtedness may exercise or refrain from exercising any rights under any agreement relating to the Senior Indebtedness; (iii) any agreement relating to the Senior Indebtedness may be revised, amended or otherwise modified for the purpose of adding or changing any provision thereof or changing in any manner the rights of the Company, any holder of Senior Creditors hereunder. The rights and remedies Indebtedness or any guarantor thereunder; (iv) payment of Senior Indebtedness or any portion thereof may be accelerated or extended or refunded or any instruments evidencing the Senior Indebtedness may be renewed in whole or in part; (v) any person liable in any manner for payment of the Senior Creditors hereunder shall Indebtedness may be irrevocable released by a holder of Senior Indebtedness; (vi) a holder of Senior Indebtedness may make loans or otherwise extend credit to the Company whether or not any default or event of default exists with respect to such Senior Indebtedness; and (vii) a holder of Senior Indebtedness may take and/or release any lien at any time on any collateral now or hereafter securing the Senior Indebtedness and take or fail to take any action to perfect any lien at any time granted therefor, and take or fail to take any action to enforce such liens. Notwithstanding the occurrence of any of the foregoing, these subordination provisions shall remain in full force and effect notwithstanding (i) any lack of validity or enforceability of with respect to the Senior Obligations, (ii) any circumstance which might constitute a defense available to, or the discharge of, Genesis in respect of the Senior Obligations, or (iii) the occurrence of any of the circumstances described in clauses (a) through (h) of the preceding sentence. The provisions of this Article V shall continue to be effective or be reinstated, as the case may be, if at any time any payment in respect of the Senior Obligations is rescinded or must otherwise be returned by any Senior Creditor in any Insolvency Proceeding, all as though such payment had not been madeIndebtedness.

Continuing Subordination. The subordination effected by this Article V these provisions is a continuing subordination, subordination and each Subordinated Creditor hereby agrees that at may not be modified or terminated by Holder until payment in full in cash of the Senior Indebtedness. At any time and from time to time, without consent of or notice to it: (a) the time, place or manner for payment or performance by Genesis or any Affiliate of Genesis of, or compliance with any of its agreements or instruments evidencing, the Senior Obligations may be extended or waived by the Senior Creditors; (b) any act permitted to be taken by Genesis, any Affiliate of Genesis or any Senior Creditor under agreements or instruments evidencing the Senior Obligations may be so taken; (c) any of the agreements or instruments evidencing the Senior Obligations may be amended, or modified in any manner, including for the purpose of adding any provisions thereto, increasing the amount of, or changing the terms of, the Senior Obligations, adding or releasing any security or collateral therefor, or changing in any manner the covenants or rights of the Senior Creditors or Genesis or any Affiliate of Genesis Holder or any other Person thereunder; (d) the maturity holder of any of the Senior Obligations may be accelerated; (e) any or all collateral security for the Senior Obligations may be exchangedNotes, sold, surrendered, released or otherwise dealt with; (f) Genesis or any Affiliate of Genesis, any co-borrower with Genesis or any Affiliate of Genesis, any guarantor or any other Person may be released of its obligations in respect of the Senior Obligations, whether or not in connection with any Insolvency Proceeding; (g) payments received by any Senior Creditor from any source which could lawfully be applied to payment, in full or in part, of the Senior Obligations, but which could also lawfully be used for some other purpose may be used for such other purpose with or without the consent of the Senior Creditors; and (h) any other event which could, but for this provision, be used as a defense to the obligations of the Subordinated Creditor hereunder may occur; all and without impairing or affecting the obligations of Holder hereunder; (i) the Subordinated Creditors time for Company's performance of, or compliance with any agreement relating to Senior Indebtedness may be modified or extended or such performance may be waived; (ii) a holder of Senior Indebtedness may exercise or refrain from exercising any rights under any agreement relating to the Senior Indebtedness; (iii) any agreement relating to the Senior Indebtedness bay be revised, amended or otherwise modified for the purpose of adding or changing any provision thereof or changing in any manner the rights of Company, any holder of Senior Indebtedness or any guarantor thereunder; (iv) payment of Senior Indebtedness or any portion thereof may be accelerated or extended or refunded or any instruments evidencing the Senior Creditors hereunder. The rights and remedies Indebtedness may be renewed in whole or in part; (v) any Person liable in any manner for payment of the Senior Creditors hereunder shall Indebtedness may be irrevocable released by a holder of Senior Indebtedness; (vi) a holder of Senior Indebtedness may make loans or otherwise extend credit to Company whether or not any default or event of default exists with respect to such Senior Indebtedness; and (vii) a holder of Senior Indebtedness may take an/or release any Lien at any time on any collateral now or hereafter securing the Senior Indebtedness and take or fail to take any action to perfect any Lien at any time granted therefor, and take or fail to take any action to enforce such Liens. Notwithstanding the occurrence of any of the foregoing, these subordination provisions shall remain in full force and effect notwithstanding (i) any lack of validity or enforceability of with respect to the Senior Obligations, (ii) any circumstance which might constitute a defense available to, or the discharge of, Genesis in respect of the Senior Obligations, or (iii) the occurrence of any of the circumstances described in clauses (a) through (h) of the preceding sentence. The provisions of this Article V shall continue to be effective or be reinstatedIndebtedness, as the case same may behave been modified, if at any time any payment in respect extended, renewed or refunded. Holder has established adequate, independent means of the Senior Obligations is rescinded or must otherwise be returned by any Senior Creditor in any Insolvency Proceeding, all as though such payment had not been madeobtaining from Company on a continuing basis financial and other information pertaining to Company's financial condition.

Continuing Subordination. The subordination effected by this Article V these provisions is a continuing subordination, subordination and each may not be modified or terminated by Subordinated Creditor hereby agrees that at or any other holder of any Subordinated Obligation until the Senior Lenders have no further commitments to lend to Borrower and all of the Senior Debt shall have been indefeasibly paid in full. At any time and from time to time, without consent of or notice to itSubordinated Creditor or any other holder of all or any portion of the Subordinated Obligation, and without impairing or affecting the obligations of any of them hereunder: (a) the time, place or manner The time for payment or performance by Genesis Borrower's or any Affiliate of Genesis Guarantor's performance of, or compliance with with, any of its agreements or instruments evidencing, contained in the Senior Obligations Documents, or any other agreement, instrument, or document relating to the Senior Debt, may be modified or extended or waived by the Senior Creditorssuch performance or compliance may be waived; (b) any act permitted to be taken by Genesis, any Affiliate of Genesis Senior Agent or any Senior Creditor Lender may exercise or refrain from exercising any rights under agreements or instruments evidencing the Senior Obligations may be so takenDocuments, or any other agreement, instrument, or document relating to the Senior Debt; (c) The Senior Documents, or any of the agreements other agreement, instrument, or instruments evidencing document relating to the Senior Obligations Debt, may be revised, amended, or otherwise modified in any manner, including for the purpose of adding or changing any provisions theretothereof (including, increasing without limitation, increases in the principal amount of, of loans to the Borrower or changing increases in the terms of, the Senior Obligations, adding interest charges or releasing any security or collateral thereforfees), or changing in any manner the covenants rights of Senior Agent or rights any Senior Lender, Borrower or any Guarantor, any other obligor of the Senior Creditors or Genesis or any Affiliate of Genesis or any other Person thereunderDebt; (d) the maturity of any Payment of the Senior Obligations Debt or any portion thereof may be acceleratedextended, refunded, or refinanced or any notes evidencing such Senior Debt may be renewed in whole or in part; (e) The maturity of the Senior Debt may be accelerated, and any or all collateral security for the therefor or any other rights of Senior Obligations Agent or any Senior Lender may be exchanged, sold, surrendered, released released, or otherwise dealt with, in accordance with applicable law and the terms of any present or future agreement with Borrower or any Guarantor, or any other obligor, and any other agreement of subordination (and the debt covered thereby) may be surrendered, released, or discharged, or the terms thereof modified or otherwise dealt with in any manner; (f) Genesis or Any guarantor liable in any Affiliate manner for payment of Genesis, any co-borrower with Genesis or any Affiliate of Genesis, any guarantor or any other Person Senior Debt may be released by holders of its obligations in respect of the Senior Obligations, whether or not in connection with any Insolvency Proceeding;Debt; and (g) payments received by Notwithstanding the occurrence of any Senior Creditor from any source which could lawfully be applied to payment, in full or in part, of the Senior Obligationsforegoing, but which could also lawfully be used for some other purpose may be used for such other purpose with or without the consent of the Senior Creditors; and (h) any other event which could, but for this provision, be used as a defense to the obligations of the Subordinated Creditor hereunder may occur; all without impairing or affecting the obligations of the Subordinated Creditors or the rights of the Senior Creditors hereunder. The rights and remedies of the Senior Creditors hereunder shall be irrevocable and these subordination provisions shall remain in full force and effect notwithstanding (i) any lack of validity or enforceability of with respect to the Senior Obligations, (ii) any circumstance which might constitute a defense available to, or the discharge of, Genesis in respect of the Senior Obligations, or (iii) the occurrence of any of the circumstances described in clauses (a) through (h) of the preceding sentence. The provisions of this Article V shall continue to be effective or be reinstatedDebt, as the case may besame shall have been extended, if at any time any payment in respect of the Senior Obligations is rescinded renewed, modified, increased or must otherwise be returned by any Senior Creditor in any Insolvency Proceeding, all as though such payment had not been maderefinanced.