Common use of No Waiver of Subordination Provisions Clause in Contracts

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary Guarantor; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary Guarantor; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor and any other Person.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt of a Subsidiary the Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary the Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphparagraph (a) of this Section 14.7, the holders of Senior Debt of a Subsidiary the Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the such Holders of the Securities and without impairing or releasing the subordination provided in this Article XIV or the obligations hereunder of the such Holders of the Securities to the holders of Senior Debt of such Subsidiary the Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary the Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary the Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary the Guarantor is outstanding; , (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary the Guarantor; , (iii) release any Person liable in any manner for the collection payment of Senior Debt of such Subsidiary Guarantor; the Guarantor and (iv) exercise or refrain from exercising any rights against such Subsidiary the Guarantor and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness or any agent or Representative therefor to enforce subordination as herein provided in this Article Thirteen shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Guarantor or by any act or failure to act, in good faith, by any such holderholder or its agent or Representative, or by any noncompliance non-compliance by such Subsidiary the Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder or any agent or Representative therefor may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article Thirteen or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, 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, Guarantor Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iiic) release any Person person liable in any manner for the payment or collection of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; and (ivd) exercise or refrain from exercising any rights or remedies against such Subsidiary the Guarantor and any other Personperson.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary the Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of any Security entitled to the Securitiesbenefits of a Guarantee, without incurring responsibility to the Holders of any Security entitled to the Securities benefits of a Guarantee and without impairing or releasing the subordination provided in this Article Eighteen or the obligations hereunder of the Holders of any Security entitled to the Securities benefits of a Guarantee to the holders of Senior Debt of such Subsidiary GuarantorGuarantor 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, Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary the Guarantor and any other Person.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt of a Subsidiary the Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary the Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphparagraph (a) of this Section 14.7, the holders of Senior Debt of a Subsidiary the Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the such Holders of the Securities and without impairing or releasing the subordination provided in this Article XIV or the obligations hereunder of the such Holders of the Securities to the holders of Senior Debt of such Subsidiary the Guarantor, do take or fail to take any one or more of the followingaction, including without limitation: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary the Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary the Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary the Guarantor is outstanding; , (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary the Guarantor; , (iii) release any Person liable in any manner for the collection payment of Senior Debt of such Subsidiary Guarantor; the Guarantor and (iv) exercise or refrain from exercising any rights against such Subsidiary the Guarantor and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holderthe Company, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. All rights and interests under this Indenture of any holder of Senior Debt and all agreements of the Trustee, the Company and the holders of the Securities under this Article 9 shall remain in full force and effect irrespective of any lack of validity or enforceability of any document or instrument relating to the Senior Debt or any other circumstance that might otherwise constitute a defense available to or a discharge of the Trustee, the Company or such holder. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders holders of the Securities, without incurring responsibility to the Holders holders of the Securities and without impairing or releasing the subordination provided in this Article 9 or the obligations hereunder of the Holders holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorDebt, do any one or more of the following, subject to any rights of the Company in respect thereof: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorDebt, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorDebt; (iii) release any Person person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorDebt; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Personperson.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, 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, compromise, accelerate, extend or refinance Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release release, foreclose upon or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the payment or collection of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person; (v) increase or reduce the rate of interest or amount of principal payable on any Senior Indebtedness; (vi) release or discharge the Company, by acceptance of a deed or assignment in lieu of foreclosure or otherwise, as to all or any portion of the Senior Indebtedness; or (vii) release, substitute or add any one or more guarantors or endorsers, accept additional or substituted security for payment or performance of the Senior Indebtedness, or release or subordinate any security therefor. No exercise, delay in exercise or failure to exercise by any holder of any Senior Indebtedness of any right hereby given it, no dealing by any holder of any Senior Indebtedness with the Company or any other guarantor, endorser or other person, no change, impairment or suspension of any right or remedy of any holder of any Senior Indebtedness, and no act or thing which but for this provision could act as a release or exoneration of the Holders of the Securities hereunder, shall in any way affect, decrease, diminish or impair any of the obligations of the Holders of the Securities and the Trustee or give to the Holders of the Securities, the Trustee or any other person or entity any recourse or defense against any holder of any Senior Indebtedness.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Guarantor Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section, the holders of Senior Guarantor Debt of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorGuarantor Debt, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Guarantor Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Guarantor Debt of such Subsidiary Guarantor is or may be outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorGuarantor Debt; (iii3) release any Person liable in any manner for from the collection or payment of Senior Debt of such Subsidiary GuarantorGuarantor Debt; and (iv4) exercise or refrain from exercising any rights against such Subsidiary Guarantor any of the Guarantors and any other Person; 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 Five of this Indenture or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Article.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary the Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary the Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraphparagraph (a) of this Section 14.7, the holders of Senior Debt of a Subsidiary the Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the such Holders of the Securities and without impairing or releasing the subordination provided in this Article XIV or the obligations hereunder of the such Holders of the Securities to the holders of Senior Debt of such Subsidiary the Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary the Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary the Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary the Guarantor is outstanding; , (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary the Guarantor; , (iii) release any Person liable in any manner for the collection payment of Senior Debt of such Subsidiary Guarantor; the Guarantor and (iv) exercise or refrain from exercising any rights against such Subsidiary the Guarantor and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt Indebtedness of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt Indebtedness of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt Indebtedness of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt Indebtedness of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt Indebtedness of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt Indebtedness of such Subsidiary Guarantor; (iii) release any Person liable in any manner for the collection of Senior Debt Indebtedness of such Subsidiary Guarantor; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor and any other Person.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt Indebtedness of a Subsidiary Guarantor the Company to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or the Trustee or by any act or failure to act, in good faith, act by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company or the Trustee with the terms, provisions and covenants of this Agreement or the Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section, the holders of Senior Debt Indebtedness of a Subsidiary Guarantor the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt Indebtedness of such Subsidiary Guarantorthe Company, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, the terms of Senior Debt Indebtedness of such Subsidiary Guarantor, the Company or otherwise amend or supplement in any manner Senior Debt the terms of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt Indebtedness of the Company is outstanding (including, without limitation, any increase in the aggregate principal amount of any indebtedness thereunder, it being understood that any such Subsidiary Guarantor is outstandingadditional indebtedness shall not constitute Senior Indebtedness to the extent incurred in violation of Section 1008 of the Indenture); (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt Indebtedness of such Subsidiary Guarantorthe Company; (iii3) release any Person liable in any manner for the collection of Senior Debt Indebtedness of such Subsidiary Guarantorthe Company; and (iv4) exercise or refrain from exercising any rights against such Subsidiary Guarantor and the Company and/or any other Person. (c) If the Trustee on behalf of the Holders or any Holders should fail to file a proof of claim in any bankruptcy, insolvency, receivership or similar proceeding relating to the Company at least 30 days before the expiration of the time to file such claim or claims, each holder of Senior Indebtedness of the Company (or its representative) is hereby authorized to file an appropriate claim for and on behalf of all or any of the Holders.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt Indebtedness and Entitled Persons in respect of a Subsidiary Guarantor Other Financial Obligations, as the case may be, to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or otherwise be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt Indebtedness and Entitled Persons in respect of a Subsidiary Guarantor Other Financial Obligations, as the case may be, may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesNotes, without incurring responsibility to the Holders of the Securities Notes, and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities Notes to the holders of Senior Debt Indebtedness or Entitled Persons in respect of such Subsidiary GuarantorOther 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, Senior Debt of such Subsidiary GuarantorIndebtedness or Other Financial Obligations, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or Other Financial Obligations or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness or Other Financial Obligations is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness or Other Financial Obligations; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person.

No Waiver of Subordination Provisions. 13.1 No right of any present or future holder of any the Senior Debt of a Subsidiary Guarantor Parties to enforce the subordination as herein provided in this Agreement shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Borrower or any of its Subsidiaries or by any act or failure to act, in good faith, act by the Senior Parties or any such holderagent of or trustee for the Senior Parties, or by any noncompliance non-compliance by such Subsidiary Guarantor the Borrower or any of its Subsidiaries with any of the terms, provisions and covenants of this Indentureagreements or instruments relating to the Subordinate Debt or the Senior Debt, regardless of any knowledge thereof any such holder which the Senior Parties may have or be otherwise charged with. Without in any way limiting the generality limitation of the foregoing paragraphforegoing, but in no way relieving the Borrower or any of its Subsidiaries of its obligations under this Agreement, the holders of Senior Debt of a Subsidiary Guarantor Parties may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities Subordinate Parties and without impairing or releasing the subordination and other benefits provided in this Article Agreement or the obligations hereunder of the Holders of the Securities Subordinate Parties to the holders of Senior Debt of such Subsidiary GuarantorParties, do any one or more of the following: : (ia) change amend, supplement, modify, restate or replace the manner, place or terms of payment or extend the time of payment ofCredit Agreement, or renew or alter, any of the Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Security or any instrument evidencing of the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; other Credit Documents; (iib) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with in any property pledged, manner any assets pledged or mortgaged for or otherwise securing the Senior Debt or any liability of such Subsidiary Guarantor; the Borrower or any liability incurred directly or indirectly in respect thereof; (iiic) release settle or compromise any Person liable Senior Debt or any other liability of the Borrower (other than the Subordinate Debt) or any security thereof or any liability incurred directly or indirectly in respect thereof, and apply any sums by whomsoever paid and however realized to the Senior Debt in any manner for or order; and (d) fail to take or to record or otherwise perfect or to preserve the collection perfection of any liens or security interest securing the Senior Debt of such Subsidiary Guarantor; and (iv) Debt, register or file specific postponements or subordinations, exercise or delay in or refrain from exercising any right or remedy against the Borrower and elect any remedy and otherwise deal freely with the Borrower. 13.2 No loss of or in respect of any of the Senior Security or otherwise or any carelessness or neglect by the Senior Parties in asserting their rights against such Subsidiary Guarantor and or any other Personthing whatsoever, including without limitation the loss by operation of law of any right of the Senior Parties against the Borrower or any of its Subsidiaries or the loss or destruction of any security, shall in any way impair or release the subordination and other benefits provided by this Agreement.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or the Trustee or by any act or failure to act, in good faith, act by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company or the Trustee with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, the terms of Senior Debt Indebtedness or the terms of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt Indebtedness is outstanding (including any increase in the aggregate principal amount of any indebtedness thereunder, it being understood that any such Subsidiary Guarantor is outstandingadditional indebtedness shall not constitute Senior Indebtedness to the extent incurred in violation of Section 1007 of this Indenture); (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii3) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv4) exercise or refrain from exercising any rights against such Subsidiary Guarantor and the Company and/or any other Person. (c) If the Trustee on behalf of the Holders or any Holders should fail to file a proof of claim in any bankruptcy, insolvency, receivership or similar proceeding relating to the Company at least 30 days before the expiration of the time to file such claim or claims, each holder of Senior Indebtedness (or its representative) is hereby authorized to file an appropriate claim for and on behalf of all or any of the Holders.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders holders of the SecuritiesDebentures, without incurring responsibility to the Holders holders of the Securities Debentures and without impairing or releasing the subordination provided in this Article 4 or the obligations hereunder of the Holders holders of the Securities Debentures to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, 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 renew, exchange, increase or alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend amend, modify or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness or any security thereof or guarantee thereof is outstanding; (ii) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person; (v) apply any and all sums received from time to time to the Senior Indebtedness; provided that if any Senior Indebtedness is amended to provide that it shall be subordinated to any other Senior Indebtedness, such amended Senior Indebtedness shall no longer be considered Senior Indebtedness for purposes of this Article 4. The provisions of this Article 4 shall continue to be effective or be reinstated as the case may be if at any time any payment of the Senior Indebtedness is rescinded or must otherwise be returned by the holder thereof upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment had not been made.

No Waiver of Subordination Provisions. No right of any present or future holder of any Guarantor Senior Debt Indebtedness of a Subsidiary any Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of any Guarantor Senior Debt Indebtedness of a Subsidiary any Guarantor may, at any time and from time to time, without the consent of of, or notice to to, the Trustee or the Holders of the SecuritiesSecurities or Coupons, without incurring responsibility to the Holders of the Securities or Coupons and without impairing or releasing the subordination provided in this Article Eighteen or the obligations hereunder of the Holders of the Securities or Coupons to the holders of Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor, 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, any Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor, or otherwise amend or supplement in any manner any Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which such Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with dispose of any property pledged, mortgaged or otherwise securing any Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor; (iii) release any Person liable in any manner for the collection of any Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor and any other Person. Notwithstanding the payment in full of all Guarantor Senior Indebtedness of any Guarantor, the provisions of this Article Eighteen shall be reinstated and revived, and the enforceability of such provisions shall continue, in each case to the extent permitted by law, with respect to (and only with respect to) any amount of Guarantor Senior Indebtedness of any Guarantor which such Guarantor shall have repaid to the holders thereof (or to their representative or the trustee under the indenture under which the instruments evidencing such Guarantor Senior Indebtedness shall have been issued) following a demand for such repayment by such holders (or representative or trustee) made pursuant to provisions set forth in the instrument evidencing such Guarantor Senior Indebtedness or under which such Guarantor Senior Indebtedness shall have been issued, which provisions entitle such holders (or such representative or trustee) to demand such repayment upon the occurrence of a Change of Control (as defined in the Officers' Certificate dated January 27, 2003, establishing the form and terms of the Company's 7 3/4% Senior Subordinated Notes due 2010 pursuant to the Senior Subordinated Debt Indenture dated as of November 19, 1996, between the Company and SunTrust Bank, Atlanta) or other substantially similar event with respect to the Company specified therein, if such amount thereafter must be restored or returned by such holders of such Guarantor Senior Indebtedness (or such representative or trustee) because it constitutes a voidable preference under Section 547 of Title 11 of the United States Code (or any successor provision thereto) or under any similar provision of any other applicable Bankruptcy Law or a fraudulent transfer under any applicable law regarding fraudulent transfers.

No Waiver of Subordination Provisions. No right of any present or future holder of any of the Corporation's or the Guarantor's Senior Debt of a Subsidiary Guarantor Debt, as the case may be, to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Corporation or the Guarantor, 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 such Subsidiary Guarantor the Corporation 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 be otherwise charged with. Without in any way limiting the generality of the foregoing immediately preceding paragraph, the holders of the Corporation's or the Guarantor's Senior Debt of a Subsidiary Guarantor Debt, as the case may be, may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the such Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the such Holders of the Securities to the holders of the Corporation's and the Guarantor's Senior Debt of such Subsidiary GuarantorDebt, respectively, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary the Corporation or the Guarantor, as the case may be, or otherwise amend or supplement in any manner such Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which such Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary the Corporation or the Guarantor, as the case may be; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary the Corporation or the Guarantor, as the case may be; and (iv) exercise or refrain from exercising any rights against such Subsidiary the Corporation, the Guarantor and any other Person.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor Multicare or any Holder or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor Multicare or any Holder with the terms, provisions and covenants of this Supplemental Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section, the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesHolders, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, 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, or waive compliance with the terms of, Guarantor Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the collection or payment of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor Multicare and any other Person; (v) amend, supplement, restate or otherwise modify or restructure the Guarantor Senior Indebtedness; and (vi) otherwise deal with any Person liable on account of Guarantor Senior Indebtedness; provided, however, that in no event shall any such actions limit the right of the Holders to take any action to accelerate the maturity of the Notes pursuant to Article Six of the Indenture or to pursue any rights or remedies thereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Article, subject to the rights, if any, under this Article, of the holders, from time to time, of Guarantor Senior Indebtedness to receive the cash, property or securities receivable upon the exercise of such rights or remedies.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt of a Subsidiary the Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary the Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphparagraph (a) of this Section 14.7, the holders of Senior Debt of a Subsidiary the Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the such Holders of the Securities and without impairing or releasing the subordination provided in this Article XIV or the obligations hereunder of the such Holders of the Securities to the holders of Senior Debt of such Subsidiary the Guarantor, do any one or more of the following: : (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary the Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary the Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary the Guarantor is outstanding; , (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary the Guarantor; , (iii) release any Person liable in any manner for the collection payment of Senior Debt of such Subsidiary Guarantor; the Guarantor and (iv) exercise or refrain from exercising any rights against such Subsidiary the Guarantor and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt or Subordinated Indebtedness of a Subsidiary Guarantor the Issuer to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Issuer or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt or Subordinated Indebtedness of a Subsidiary Guarantor the Issuer may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt or Subordinated Indebtedness of such Subsidiary Guarantorthe Issuer, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt or Subordinated Indebtedness of such Subsidiary Guarantorthe Issuer, or otherwise amend or supplement in any manner Senior Debt or Subordinated Indebtedness of such Subsidiary Guarantor the Issuer or any instrument evidencing the same or any agreement under which Senior Debt or Subordinated Indebtedness of such Subsidiary Guarantor the Issuer is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt or Subordinated Indebtedness of such Subsidiary Guarantorthe Issuer; (iii) release any Person liable in any manner for the collection of Senior Debt or Subordinated Indebtedness of such Subsidiary Guarantorthe Issuer; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Issuer and any other Person.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary a Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms, provisions and covenants of this the Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphparagraph (a) of this Section 3.7, the holders of Guarantor Senior Debt of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the such Holders of the Securities and without impairing or releasing the subordination provided in this Article 3 or the obligations hereunder of the such Holders of the Securities to the holders of Guarantor Senior Debt of such Subsidiary GuarantorDebt, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary GuarantorDebt, or otherwise amend or supplement in any manner Guarantor Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorDebt; (iii3) release any Person liable in any manner for the collection payment of Guarantor Senior Debt of such Subsidiary GuarantorDebt; and (iv4) exercise or refrain from exercising any rights against such Subsidiary a Guarantor and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor 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 Subsidiary Guarantor holder may have or be otherwise charged with. (a) No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, 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 any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) permit the Company to borrow, repay and then reborrow any or all of the Senior Indebtedness; (iii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iiiiv) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness; and (ivv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person; and (vi) apply any sums received by them to Senior Indebtedness.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Issuer or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Issuer with the there terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of of, or notice to to, the Trustee or the Holders of the SecuritiesSecurities or Coupons, without incurring responsibility to the Holders of the Securities or Coupons and without impairing or releasing the subordination provided in this Article 13 or the obligations hereunder of the Holders of the Securities or Coupons to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with dispose of any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness ; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Issuer and any other Personperson. Notwithstanding the payment in full of all Senior Indebtedness, the provisions of this Article 13 shall be reinstated and revived, and the enforceability of such provisions shall continue, in each case to the extent permitted by law, with respect to (and only with respect to) any amount of Senior Indebtedness which the Issuer shall have repaid to the holders thereof (or to their representative or the trustee under the indenture under which the instruments evidencing such Senior Indebtedness shall have been issued) following a demand for such repayment by such holders (or representatives or trustee) made pursuant to provisions set forth in the instrument evidencing such Senior Indebtedness or under which such Senior Indebtedness shall have been issued, which provisions entitle such holders (or such representative or trustee) to demand such repayment upon the occurrence of a Change in Control or other substantially similar event with respect to the Issuer specified therein, if such amount thereafter must be restored or returned by such holders of Senior Indebtedness (or such representative or trustee) because it constitutes a voidable preference under Section 547 of Title 11 of the United States Code (or any successor provision thereto) or under any similar provision of any other applicable Bankruptcy Law or a fraudulent transfer under any applicable law regarding fraudulent transfers.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of of, or notice to to, the Trustee or the Holders of the SecuritiesSecurities or Coupons, without incurring responsibility to the Holders of the Securities or Coupons and without impairing or releasing the subordination provided in this Article Seventeen or the obligations hereunder of the Holders of the Securities or Coupons to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with dispose of any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person. Notwithstanding the payment in full of all Senior Indebtedness, the provisions of this Article Seventeen shall be reinstated and revived, and the enforceability of such provisions shall continue, in each case to the extent permitted by law, with respect to (and only with respect to) any amount of Senior Indebtedness which the Company shall have repaid to the holders thereof (or to their representative or the trustee under the indenture under which the instruments evidencing such Senior Indebtedness shall have been issued) following a demand for such repayment by such holders (or representative or trustee) made pursuant to provisions set forth in the instrument evidencing such Senior Indebtedness or under which such Senior Indebtedness shall have been issued, which provisions entitle such holders (or such representative or trustee) to demand such repayment upon the occurrence of a Change of Control (as defined in the Officers' Certificate dated January 27, 2003, establishing the form and terms of the Company's 7 3/4% Senior Subordinated Notes due 2010 pursuant to the Senior Subordinated Debt Indenture dated as of November 19, 1996, between the Company and SunTrust Bank, Atlanta) or other substantially similar event with respect to the Company specified therein, if such amount thereafter must be restored or returned by such holders of Senior Indebtedness (or such representative or trustee) because it constitutes a voidable preference under Section 547 of Title 11 of the United States Code (or any successor provision thereto) or under any similar provision of any other applicable Bankruptcy Law or a fraudulent transfer under any applicable law regarding fraudulent transfers.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor the Company to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or the Holder of any Security or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company or the Holder of any Security with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Without in No provision of any way limiting supplemental indenture that affects the generality superior position of the foregoing paragraph, the holders of Senior Debt shall be effective against the holders of a Subsidiary Guarantor maySenior Debt who have not consented thereto. The holders of Senior Debt may extend, at any time and from time to timerenew, without modify or amend the consent of or notice to the Trustee or the Holders terms of the SecuritiesSenior Debt or any security therefor or guaranty thereof and release, sell or exchange or enforce such security or guaranty or elect any right or remedy, or delay in enforcing or release any right or remedy and otherwise deal freely with the Company all without incurring responsibility notice to the Holders of the Securities and all without impairing affecting the liabilities and obligations of the Holders of the Securities, even if any right of reimbursement or releasing the subordination provided in this Article subrogation or the obligations hereunder other right or remedy of the Holders of the Securities to the holders of Senior Debt of such Subsidiary Guarantoris extinguished, do any one affected or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary Guarantor; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary Guarantor; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor and any other Personimpaired thereby.

No Waiver of Subordination Provisions. No right of the Senior Agent under the Senior Credit Agreement or any present or future other holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or the Guarantors or by any act or failure to act, in good faith, act by the Senior Agent under the Senior Credit Agreement or any such holder, holder or by any noncompliance by such Subsidiary Guarantor the Company or the Guarantors with the terms, provisions and covenants of this Indenture, Agreement or the Senior Credit Agreement regardless of any knowledge thereof any which the Senior Agent or such other holder thereof may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Senior Agent under the Senior Credit Agreement and any other holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesLender, without incurring responsibility to the Holders of the Securities Lender and without impairing or releasing the subordination and other benefits provided in this Article Agreement or the obligations hereunder of the Holders of the Securities Lender to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: following even if any right to reimbursement or subrogation or other right or remedy of the Lender is affected, impaired or extinguished thereby: (ia) change the manner, place or terms of payment or change or extend the time of payment of, or renew renew, exchange, amend or alter, the terms of any Senior Debt Indebtedness, any security therefor or guaranty thereof or any liability of the Company, the Guarantors or any other guarantor to such Subsidiary Guarantorholder, or any liability incurred directly or indirectly in respect thereof, or otherwise amend amend, renew, exchange, modify or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing or guaranteeing or securing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; ; (iib) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with in any manner and any order any property pledged, mortgaged or otherwise securing Senior Debt Indebtedness or any liability of the Company or the Guarantors or any other guarantor to such Subsidiary Guarantor; holder, or any liability incurred directly or indirectly in respect thereof; (iiic) release settle or compromise any Person liable Senior Indebtedness or any other liability of the Company or the Guarantors or any other guarantor of the Senior Indebtedness to such holder or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, Senior Indebtedness) in any manner or order; and (d) fail to take or to record or otherwise perfect, for the collection of any reason or for no reason, any Lien securing Senior Debt of such Subsidiary Guarantor; and (iv) Indebtedness by whomsoever granted, exercise or delay in or refrain from exercising any rights right or remedy against such Subsidiary Guarantor the Company or the Guarantors or any security or any other guarantor or any other Person, elect any remedy and otherwise deal freely with the Company or the Guarantors and security and any other Personguarantor of the Senior Indebtedness or any liability of the Company or the Guarantors or any other guarantor to such holder or any liability incurred directly or indirectly in respect thereof. The Lender by purchasing or accepting the Note waives any and all notice of the creation, modification, renewal, extension or accrual of any Senior Indebtedness and notice of or proof of reliance by any holder of Senior Indebtedness upon this Agreement and the Senior Indebtedness shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Agreement, and all dealings between the Company or the Guarantors and the holders of Senior Indebtedness shall be deemed to have been consummated in reliance upon this Agreement.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such the Company or any Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such the Company or any Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt Indebtedness or Senior Indebtedness of a any Subsidiary Guarantor ("Guarantor Senior Indebtedness") may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness or Guarantor Senior 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, Senior Debt of such Subsidiary GuarantorIndebtedness or Guarantor Senior Indebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Indebtedness or Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Indebtedness or Guarantor Senior Indebtedness is outstanding; (iic) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness or Guarantor Senior Indebtedness; (iiic) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness or Guarantor Senior Indebtedness; and (ivd) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Alderwoods or any Subsidiary Guarantor or by any act or failure to act, in good faith, act by any such holder, or by any noncompliance non-compliance by such Alderwoods or any Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesHolders, without incurring responsibility to the Trustee or the Holders of the Securities and without impairing or releasing the subordination provided in this Article 13 or the obligations hereunder of the Trustee or the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: : (i) supplement, renew, extend, accelerate or otherwise change the manner, place or terms of payment or extend the time of for payment of, or renew other terms relating to, the Senior Indebtedness, or alter, Senior Debt of such Subsidiary Guarantorany portion thereof, or otherwise modify, amend or supplement change the terms of any promissory note or other agreement, document or instrument (including, without limitation, documents evidencing Designated Senior Indebtedness) relating to any Senior Indebtedness, including, without limitation, any increase or decrease of the principal amount thereof, the rate of interest thereon or the fees payable in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; connection therewith; (ii) sellwaive or otherwise consent to noncompliance with any provision of any agreement, document or instrument (including, without limitation, documents evidencing Designated Senior Indebtedness) relating to any Senior Indebtedness; (iii) accept partial payments on any Senior Indebtedness; (iv) receive, take and hold security or collateral for the payment or performance of any Senior Indebtedness and exchange, enforce, waive, substitute, liquidate, terminate, abandon, impair, fail to perfect, subordinate, transfer, alter, release or otherwise deal with any property pledgedsuch security or collateral; (v) apply any and all such security or collateral and direct the order or manner of sale thereof; (vi) settle, mortgaged release, compromise, collect or otherwise securing liquidate any Senior Debt Indebtedness; (vii) add, release or substitute any one or more guarantors, makers or endorsers of all or any part of any Senior Indebtedness and otherwise deal with Alderwoods, or any guarantor, maker or endorser; (viii) apply any and all payments or recoveries from Alderwoods or from any guarantor, maker or endorser of all or any part of the Senior Indebtedness in such Subsidiary Guarantor; (iii) release order as any Person liable in any manner for the collection holder of Senior Debt of Indebtedness (or any agent therefor) may determine, whether such Subsidiary GuarantorSenior Indebtedness is secured or unsecured or guaranteed or not guaranteed by others; and and (ivix) exercise or refrain from exercising any rights against such Subsidiary Guarantor and Alderwoods or any other Person.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphparagraph (a) of this Section, the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iii3) release any Person liable in any manner for the collection of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv4) exercise or refrain from exercising any rights against such Subsidiary any Guarantor and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary the Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary the Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary the Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary the Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary the Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary the Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary the Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary the Guarantor; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary the Guarantor; and (iv) exercise or refrain from exercising any rights against such Subsidiary the Guarantor and any other Person.

No Waiver of Subordination Provisions. (1) No right of any present or future holder of any Senior Debt Indebtedness of a Subsidiary Guarantor the Company to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (2) Without in any way limiting the generality of the foregoing paragraphsubsection (1) of this Section, the holders of Senior Debt Indebtedness of a Subsidiary Guarantor the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt Indebtedness of such Subsidiary Guarantorthe Company, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt Indebtedness of such Subsidiary Guarantorthe Company, or otherwise amend or supplement in any manner Senior Debt Indebtedness of such Subsidiary Guarantor the Company or any instrument evidencing the same or any agreement under which Senior Debt Indebtedness of such Subsidiary Guarantor the Company is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt Indebtedness of such Subsidiary Guarantorthe Company; (iii) release any Person liable in any manner for the collection of Senior Debt Indebtedness of such Subsidiary Guarantorthe Company; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person; 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 Five of this Indenture or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Article.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Issuer or any Holder or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Issuer or any Holder with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesHolders, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, 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, or waive compliance with the terms of, Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the collection or payment of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Issuer and any other Person; (v) amend, supplement, restate or otherwise modify or restructure the Senior Indebtedness; and (vi) otherwise deal with any Person liable on account of Senior Indebtedness; provided, however, that in no event shall any such actions limit the right of the Holders to take any action to accelerate the maturity of the Notes pursuant to Article Six of this Indenture or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Article, subject to the rights, if any, under this Article, of the holders, from time to time, of Senior Indebtedness to receive the cash, property or securities receivable upon the exercise of such rights or remedies.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article XII or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, 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 renew, exchange, increase or alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend amend, modify or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness or any security thereof or guarantee thereof is outstanding; (ii) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person; (v) apply any and all sums received from time to time to the Senior Indebtedness. The provisions of this Article XII shall continue to be effective or be reinstated as the case may be if at any time any payment of the Senior Indebtedness is rescinded or must otherwise be returned by the holder thereof upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment had not been made.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary a Guarantor or by any act or failure to act, in good faith, act by any such holder, or by any noncompliance non-compliance by such Subsidiary a Guarantor with the terms, provisions and covenants of this the Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphSubsection (a) of this Section, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article Two or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, Guarantor Indebtedness (or otherwise amend or supplement in any manner the Senior Debt of such Subsidiary Guarantor Indebtedness guaranteed thereby) or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness (or the Senior Indebtedness guaranteed thereby) is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness (or the Senior Indebtedness guaranteed thereby); (iii3) release any Person liable in any manner for the collection or payment of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness (or the Senior Indebtedness guaranteed thereby); and (iv4) exercise or refrain from exercising any rights against such Subsidiary a Guarantor and any other Person; 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 in accordance with provisions described under Article Five or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Article Two.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor the Collateral Agent to enforce the subordination as herein provided in this Agreement shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Subordinate Lender or by any act or failure to act, in good faith, act by the Senior Creditors or any such holderagent of or trustee for the Senior Creditors, or by any noncompliance non-compliance by such Subsidiary Guarantor the Debtor with any of the terms, provisions and covenants of this Indentureagreements or instruments relating to the Subordinate Debt or the Senior Debt, regardless of any knowledge thereof any such holder which the Senior Creditors may have or be otherwise charged with. Without in any way limiting the generality limitation of the foregoing paragraphforegoing, but in no way relieving the Subordinate Lender of its obligations under this Agreement, the holders of Senior Debt of a Subsidiary Guarantor Creditors may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities Subordinate Lender and without impairing or releasing the subordination and other benefits provided in this Article Agreement or the obligations hereunder of the Holders of the Securities Subordinate Lender to the holders of Senior Debt of such Subsidiary GuarantorCreditors, do any one or more of the following: : (ia) change amend, supplement, modify, restate or replace the mannerIntercreditor Agreement, place or terms of payment or extend the time of payment ofCredit Agreement, or renew or alterthe Shell Energy Agreements, Senior Debt of such Subsidiary Guarantorthe Other Commodity Supply Agreements, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor the Guarantees or any instrument evidencing of the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; Security; (iib) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with in any property pledged, manner any assets pledged or mortgaged for or otherwise securing the Senior Debt or any liability of such Subsidiary Guarantor; the Debtor or any liability incurred directly or indirectly in respect thereof; (iiic) release settle or compromise any Person liable Senior Debt or any other liability of the Debtor or any security thereof or any liability incurred directly or indirectly in respect thereof, and apply any sums by whomsoever paid and however realized to the Senior Debt in any manner for or order; (d) fail to take or to record or otherwise perfect or to preserve the collection perfection of any liens or security interest securing the Senior Debt of such Subsidiary Guarantor; and (iv) Debt, exercise or delay in or refrain from exercising any right or remedy against the Debtor and elect any remedy and otherwise deal freely with the Debtor; and (e) change, whether by addition, substitution, renewal, succession, assignment, grant of participation, transfer or otherwise, any of the Senior Creditors (including the Collateral Agent). No loss of or in respect of any of the Senior Security or the Senior Debt or otherwise or any carelessness or neglect by the Senior Creditors in asserting their rights against such Subsidiary Guarantor and or any other Personthing whatsoever, including without limitation the loss by operation of law of any right of the Senior Creditors against the Debtor or the loss or destruction of any security, shall in any way impair or release the subordination and other benefits provided by this Agreement.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt Indebtedness of a any Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt Indebtedness of a any Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt Indebtedness of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt Indebtedness of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt Indebtedness of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt Indebtedness of such Subsidiary Guarantor; (iii) release any Person liable in any manner for the collection of Senior Debt Indebtedness of such Subsidiary Guarantor; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor and any other Person.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt Indebtedness of a Subsidiary Guarantor the Company to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or the Trustee or by any act or failure to act, in good faith, act by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company or the Trustee with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or to be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section, the holders of Senior Debt Indebtedness of a Subsidiary Guarantor the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt Indebtedness of such Subsidiary Guarantorthe Company, do any one or more or of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, the terms of Senior Debt Indebtedness of such Subsidiary Guarantor, the Company or otherwise amend or supplement in any manner Senior Debt the terms of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt Indebtedness of the Company is outstanding (including, without limitation, any increase in the aggregate principal amount of any indebtedness) thereunder, it being understood that any such Subsidiary Guarantor is outstandingadditional indebtedness shall not constitute Senior Indebtedness to the extent incurred in violation of Section 1007 of this Indenture); (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt Indebtedness of such Subsidiary Guarantorthe Company; (iii3) release any Person liable in any manner for the collection of Senior Debt Indebtedness of such Subsidiary Guarantorthe Company; and (iv4) exercise or refrain from exercising any rights against such Subsidiary Guarantor and the Company and/or any other Person. (c) If the Trustee on behalf of the Holders or any Holders should fail to file a proof of claim in any bankruptcy, insolvency, receivership or similar proceeding relating to the Company at least 30 days before the expiration of the time to file such claim or claims, each holder of Senior Indebtedness of the Company (or its representative) is hereby authorized to file an appropriate claim for and on behalf of all or any of the Holders.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Company or any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary the Company or any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. No provision of the subordination provisions contained in this Article may be amended without the consent of a majority in principal amount at Stated Maturity of Senior Indebtedness as provided by the terms of such Senior Indebtedness. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesConvertible Notes, without incurring responsibility to the Holders of the Securities Convertible Notes and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities Convertible Notes to the be holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment payment, of, or renew or alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary the Company or any Guarantor and any other Person.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or 119 -110- impaired by any act or failure to act on the part of such any Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such any Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section 12.08, the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article Twelve or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary Guarantor; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary Guarantor; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor and any other Person.Indebtedness;

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor the Lender to enforce subordination the postponements and subordinations as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Corporation or by any act or failure to act, in good faith, act by the Lender or any such holderagent of or trustee for the Lender, or by any noncompliance non-compliance by such Subsidiary Guarantor the Corporation with any of the terms, provisions and covenants of this Indentureagreements or instruments relating to the Parent Debt, regardless of any knowledge thereof any such holder which the Lender may have or be otherwise charged with. Without in any way limiting limitation to the generality of the foregoing paragraphforegoing, the holders of Senior Debt of a Subsidiary Guarantor Lender may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesParent, without incurring responsibility to the Holders of the Securities Parent and without impairing or releasing the subordination postponements and subordinations and other rights or benefits provided in this Article Agreement or the obligations hereunder of the Holders of the Securities Parent to the holders of Senior Debt of such Subsidiary GuarantorLender, do any one or more of the following: : (ia) change the manner, place or terms of payment or change or extend the time of payment of, or renew renew, exchange, amend or alteralter the terms of any Senior Debt, any Senior Debt Security or any guarantee thereof or any liability of such Subsidiary Guarantorthe Corporation, or any guarantor of the Senior Debt, or any liability incurred directly or indirectly in respect thereof, or otherwise amend increase, reduce, amend, alter, renew, exchange, modify or supplement in any manner the Senior Debt of such Subsidiary Guarantor or any instrument evidencing or guaranteeing or securing the same or any agreement under which any of the Senior Debt of such Subsidiary Guarantor is outstanding; ; (iib) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with in any property pledged, manner any assets pledged or mortgaged for or otherwise securing the Senior Debt or any liability of such Subsidiary Guarantor; the Corporation or any guarantor of the Senior Debt, or any liability incurred directly or indirectly in respect thereof; (iiic) release settle or compromise any Person liable Senior Debt or any other liability of the Corporation or any guarantor of the Senior Debt, or any security therefor or any liability incurred directly or indirectly in respect thereof, and apply any sums by whomsoever paid and however realized to any liability (including the Senior Debt) in any manner for or order; and (d) fail to take or to register or otherwise perfect any lien, mortgage, charge or security interest securing the collection of Senior Debt of such Subsidiary Guarantor; and (iv) Debt, exercise or delay in or refrain from exercising any rights right or remedy against such Subsidiary Guarantor the Corporation or any guarantor of the Senior Debt or any security or any other person, and elect any remedy and otherwise deal freely with the Corporation and any other Personguarantor of the Senior Debt and with any security.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Indebtedness or Guarantor Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Company or any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary the Company or any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Indebtedness or Guarantor Senior Indebtedness, as the case may be, may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Trustee or the Holders of the Securities and without impairing or releasing the subordination provided in this Article XIV or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness or Guarantor Senior Indebtedness, as the case may be, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorIndebtedness or Guarantor Senior Indebtedness, as the case may be, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Indebtedness or Guarantor Senior Indebtedness, as the case may be, or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Indebtedness or Guarantor Senior Indebtedness, as the case may be, is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness or any Guarantor Senior Indebtedness, as the case may be; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness or any Guarantor Senior Indebtedness, as the case may be; and (iv) exercise or refrain from exercising any rights against such Subsidiary the Company or any Guarantor and any other Person.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination of the Subordinated Obligations as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Issuer or any Holder or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Issuer or any Holder with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section 11.08, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesNotes, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination provided in this Article 11 or the obligations hereunder of the Holders of the Securities Notes to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or extended, restate, refinance, amend, supplement, renew or alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor security thereof or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii3) release any Person liable in any manner for the collection or payment of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv4) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Issuer and any other Person; provided, however, that in no event shall any such actions limit the right of the Trustee or the Holders of the Notes to take any action to accelerate the maturity of the Notes pursuant to Article 6 hereof or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Indenture. (c) Each Holder by its acceptance of any Note: (1) acknowledges and agrees that the holders of any Senior Indebtedness or their Representative, in its or their discretion, and without affecting any rights of any holder of Senior Indebtedness under this Article XI, may foreclose any mortgage or deed of trust covering interest in real property securing such Senior Indebtedness or any guarantee thereof by judicial or nonjudicial sale, even though such action may release the Issuer or any guarantor of such Senior Indebtedness from further liability under such Senior Indebtedness or any guarantee thereof or may otherwise limit the remedies available to the holders thereof; and (2) hereby waives any defense that such Holder may otherwise have to the enforcement by any holder of any Senior Indebtedness or any Representative of such holder against such Holder of this Article XI after or as a result of any action, including any such defense based on any loss or impairment of rights of subrogation. (d) If at any time any payment of Obligations with respect to any Senior Indebtedness is rescinded or must otherwise be returned upon the insolvency, bankruptcy, reorganization or liquidation of the Issuer or otherwise, the provisions of this Article 11 shall continue to be effective or reinstated, as the case may be, to the same extent as though such payments had not been made.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such any Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section 12.08, the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination provided in this Article Twelve or the obligations hereunder of the Holders of the Securities Notes to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place place, terms or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iii3) release any Person liable in any manner for the collection or payment of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv4) exercise or refrain from exercising any rights against such the Subsidiary Guarantor Guarantors and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at at, any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary any Guarantor or by any act or failure to act, in good faith, act by any such holder, or by any noncompliance by such Subsidiary any Guarantor with the terms, provisions and covenants of this IndentureAgreement, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesJunior Creditors, without incurring responsibility to the Holders of the Securities Junior Creditors and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorSection 14, 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, Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the collection of Guarantor Senior Debt Indebtedness; (iv) settle or compromise any such Guarantor Senior Indebtedness or any other liability of any obligor of such Subsidiary GuarantorGuarantor Senior Indebtedness to such holder of any security therefor or any liability issued in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, payment of any of the Guarantor Senior Indebtedness) in any manner or order; (v) fail to take or to record or otherwise perfect, for any reason or for no reason, any lien or security interest securing such Guarantor Senior Indebtedness by whomsoever granted, exercise or delay in or refrain from exercising any right or remedy against any obligor or any guarantor or any other Person, elect any remedy and otherwise deal freely with any obligor and any security for such Guarantor Senior Indebtedness or any liability of any obligor to the holders of such Guarantor Senior Indebtedness or any liability issued in respect of such Guarantor Senior Indebtedness; and (ivvi) exercise or refrain from exercising any rights against such Subsidiary any Guarantor and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any of the Corporation's or the Guarantor's Senior Debt of a Subsidiary Guarantor Debt, as the case may be, to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Corporation or the Guarantor, 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 such Subsidiary Guarantor the Corporation 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 be otherwise charged with. Without in any way limiting the generality of the foregoing immediately preceding paragraph, the holders of the Corporation's or the Guarantor's Senior Debt of a Subsidiary Guarantor Debt, as the case may be, may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesSecurities of any series, without incurring responsibility to the such Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the such Holders of the Securities to the holders of the Corporation's and the Guarantor's Senior Debt of such Subsidiary GuarantorDebt, respectively, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary the Corporation or the Guarantor, as the case may be, or otherwise amend or supplement in any manner such Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which such Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary the Corporation or the Guarantor, as the case may be; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary the Corporation or the Guarantor, as the case may be; and (iv) exercise or refrain from exercising any rights against such Subsidiary the Corporation, the Guarantor and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, act by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor may, at any time and from time to time, time without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorDebt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorDebt, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; (ii) permit the Company to borrow, repay and then reborrow any or all of the Senior Debt; (iii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorDebt; (iiiiv) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorDebt; and (ivv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person; and (vi) apply any sums received by them to Senior Debt. Section 1309. Trustee as Holder of Senior Debt. The Trustee shall be entitled to all the rights set forth in this Article 13 in respect of any Senior Debt at any time held by it, to the same extent as any other holder of Senior Debt, and nothing in Section 813 or elsewhere in this Indenture shall deprive or be construed to deprive the Trustee of its rights as such holder. Nothing in this Article 13 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 808 hereof.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Borrower or by any act or failure to act, in good faith, act by any such holder, or by any noncompliance by such Subsidiary Guarantor the Borrower with the terms, provisions and covenants of this Indenturerespecting the Subordinated Debt contained in the Loan Documents, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraphforegoing, the holders of Senior Debt of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securitiestime and in their absolute discretion, without incurring responsibility duties or other obligations to the Holders any holders of the Securities Subordinated Debt and without impairing or releasing the subordination and other benefits provided in this Article Agreement or the obligations hereunder of the Holders holders of the Securities Subordinated Debt to the holders of the Senior Debt of such Subsidiary GuarantorDebt, do any one or more of the following: , all without notice to or assent from the holders of the Subordinated Debt and even if any right of reimbursement or subrogation or other right or remedy of any such holder is affected, impaired or extinguished thereby: (ia) change the manner, place or terms of payment or change or extend the time of payment of, or renew renew, exchange, amend or alter, the terms of any Senior Debt Debt, any security therefor or guarantee thereof or any liability of the Borrower or any other guarantor to such Subsidiary Guarantorholder, or any liability incurred directly or indirectly in respect thereof, or otherwise amend amend, renew, exchange, modify or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing or guaranteeing or securing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; provided, however, that the holders of the Senior Debt may not, without the prior written consent of the holders of the Subordinated Debt, (i) increase the interest rate (or default interest rate) charged with respect to any, (ii) shorten the Scheduled Maturity date of any or (iii) accelerate the required rate of amortization of any, Senior Debt. The prohibitions contained in clauses (i), (ii) and (iii) of the immediately preceding stance shall not in any way, however, limit or otherwise restrict the mandatory payments of principal and accrued interest due the Senior Creditor pursuant to Article 2 of the Amended Loan Agreement. (b) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with in any manner and any order any property pledged, mortgaged or otherwise securing Senior Debt or any liability of such Subsidiary Guarantor; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary Guarantor; and (iv) exercise Borrower or refrain from exercising any rights against such Subsidiary Guarantor and any other Person.guarantor to such holder, or any liability incurred directly or indirectly in respect thereof;

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraphSection 13.08 of this Indenture, the holders of Designated Senior Debt of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesHolders, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article 13 or the obligations hereunder of the Holders of the Securities to the holders of Designated Senior Debt of such Subsidiary GuarantorDebt, do any one or more of the following: (ia) amend, modify, supplement, restate or replace of any of terms, covenants, conditions or other provisions of any Designated Senior Debt or any instrument or agreement under which Designated Senior Debt is outstanding or secured, including, but not limited to change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner any Designated Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstandingDebt; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Designated Senior Debt of such Subsidiary GuarantorDebt; (iiic) release any Person liable in any manner for the collection of Designated Senior Debt of such Subsidiary GuarantorDebt; and (ivd) exercise or refrain from exercising any rights against such Subsidiary the Company and each Guarantor and any other Person. IAMGOLD CORPORATION By: /s/ Gxxxxx Xxxxxxxx Name: Gxxxxx Xxxxxxxx Title: President and CEO AGEM LTD., as a Guarantor By: /s/ Jxxxx Xxxxxx Name: Jxxxx Xxxxxx Title: Director ROSEBEL GOLD MINES N.V., as a Guarantor By: /s/ Cxxxx Xxxxxxxx Name: Cxxxx Xxxxxxxx Title: Chief Financial Officer IAMGOLD ESSAKANE S.A., as a Guarantor By: /s/ Oxxxx Xxxxxxxx Name: Oxxxx Xxxxxxxx Title: Chairman of the Board [Signature Page to Indenture] COMPUTERSHARE TRUST COMPANY, N.A., as Trustee By: /s/ Jxxxx Xxxxxxx Name: Jxxxx Xxxxxxx Title: Trust Officer

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary or Guarantor Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Company or any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary the Company or any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary or Guarantor Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesNotes, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities Notes to the holders of Senior Debt of such Subsidiary Guarantorand Guarantor Senior Debt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantoror Guarantor Senior Debt, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary or Guarantor Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary or Guarantor Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary Guarantoror Guarantor Senior Debt; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary Guarantoror Guarantor Senior Debt; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company, the Guarantors and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary the Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder Holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior Debt of a Subsidiary Guarantor mayIndebtedness, as the case may be, at any time and from time to time, without the consent of or notice to the Trustee or of the Holders of the SecuritiesNotes, without incurring responsibility to the Trustee or the Holders of the Securities Notes and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Securities Notes to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, as the case may be, 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 alteralter Guarantor Senior Indebtedness, Senior Debt of such Subsidiary Guarantoras the case may be, or otherwise amend or supplement in any manner Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness, as the case may be, or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness, as the case may be, is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the collection of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary the Guarantor and any other Person.

No Waiver of Subordination Provisions. 13.1 No right of any present or future holder of any the Senior Debt of a Subsidiary Guarantor Parties to enforce the subordination as herein provided in this Agreement shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Borrower or by any act or failure to act, in good faith, act by the Senior Parties or any such holderagent of or trustee for the Senior Parties, or by any noncompliance non-compliance by such Subsidiary Guarantor the Borrower with any of the terms, provisions and covenants of this Indentureagreements or instruments relating to the Subordinate Debt or the Senior Debt, regardless of any knowledge thereof any such holder which the Senior Parties may have or be otherwise charged with. Without in any way limiting the generality limitation of the foregoing paragraphforegoing, but in no way relieving the Borrower of its obligations under this Agreement, the holders of Senior Debt of a Subsidiary Guarantor Parties may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities Subordinate Parties and without impairing or releasing the subordination and other benefits provided in this Article Agreement or the obligations hereunder of the Holders of the Securities Subordinate Parties to the holders of Senior Debt of such Subsidiary GuarantorParties, do any one or more of the following: : (ia) change amend, supplement, modify, restate or replace the manner, place or terms of payment or extend the time of payment ofCredit Agreement, or renew or alter, any of the Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Security or any instrument evidencing of the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; other Credit Documents; (iib) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with in any property pledged, manner any assets pledged or mortgaged for or otherwise securing the Senior Debt or any liability of such Subsidiary Guarantor; the Borrower or any liability incurred directly or indirectly in respect thereof; (iiic) release settle or compromise any Person liable Senior Debt or any other liability of the Borrower (other than the Subordinate Debt) or any security thereof or any liability incurred directly ‑ 10 ‑ or indirectly in respect thereof, and apply any sums by whomsoever paid and however realized to the Senior Debt in any manner for or order; and (d) fail to take or to record or otherwise perfect or to preserve the collection perfection of any liens or security interest securing the Senior Debt of such Subsidiary Guarantor; and (iv) Debt, register or file specific postponements or subordinations, exercise or delay in or refrain from exercising any right or remedy against the Borrower and elect any remedy and otherwise deal freely with the Borrower. 13.2 No loss of or in respect of any of the Senior Security or otherwise or any carelessness or neglect by the Senior Parties in asserting their rights against such Subsidiary Guarantor and or any other Personthing whatsoever, including without limitation the loss by operation of law of any right of the Senior Parties against the Borrower or the loss or destruction of any security, shall in any way impair or release the subordination and other benefits provided by this Agreement.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Loan Obligations to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Borrower or by any act or failure to act, in good faith, act by such holder or any agent of such holder, or by any noncompliance by the Borrower with such Subsidiary Guarantor with the terms, provisions and covenants of this IndentureAgreement, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of the Senior Debt of a Subsidiary Guarantor Loan Obligations may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesLender, without incurring responsibility any liabilities to the Holders of the Securities Lender and without impairing or releasing the subordination and other benefits provided in this Article Section 8.1 or the obligations hereunder of the Holders of the Securities Lender to the holders of the Senior Debt Loan Obligations, even if any right of such Subsidiary Guarantorreimbursement or subrogation or other right or remedy of the Lender is affected, impaired or extinguished thereby, do any one or more of the following: : (i) change the manner, place or terms of payment or change or extend the time of payment of, or renew renew, exchange, amend, increase or alter, the terms of any Senior Debt Loan Obligations, any security therefor or guaranty thereof or any liability of such Subsidiary Guarantorthe Borrower or any guarantor to any holder of Senior Loan Obligations, or any liability incurred directly or indirectly in respect thereof, or otherwise amend amend, renew, exchange, extend, modify, increase or supplement in any manner Senior Debt of such Subsidiary Guarantor Loan Obligations or any instrument evidencing or guaranteeing or securing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is Loan Obligations are outstanding; ; (ii) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any property pledged, mortgaged or otherwise securing Senior Debt Loan Obligations or any liability of the Borrower or any guarantor to such Subsidiary Guarantor; holder, or any liability incurred directly or indirectly in respect thereof; (iii) release settle or compromise any Person liable Senior Loan Obligations or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to the Senior Loan Obligations in any manner for the collection of Senior Debt of such Subsidiary Guarantoror order; and and (iv) fail to take or to record or otherwise perfect, for any reason or for no reason, any lien or security interest securing Senior Loan Obligations by whomsoever granted, exercise or delay in or refrain from exercising any rights right or remedy against such Subsidiary Guarantor and the Borrower or any security or any guarantor or any other Person, elect any remedy and otherwise deal freely with the Borrower and any security and any guarantor of the Senior Loan Obligations or any liability of the Borrower or any guarantor to any holder of Senior Loan Obligations or any liability incurred directly or indirectly in respect thereof.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such any Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such any Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section 13.08, the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesNotes, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination provided in this Article Thirteen or the obligations hereunder of the Holders of the Securities Notes to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place place, terms or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iii3) release any Person liable in any manner for the collection or payment of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv4) exercise or refrain from exercising any rights against such the Subsidiary Guarantor Guarantors and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holderholder of any Senior Indebtedness, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i) change the manner, place or terms of payment payment, or the amount of interest, fees or other amounts payable in respect of, or extend the time of payment of, or renew renew, increase, or otherwise alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the payment or collection of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) exercise or refrain from exercising any rights or remedies against such Subsidiary Guarantor and the Company or any other Person; (v) give or fail to give any notice, or take or fail to take any other action, required by law, by agreement or otherwise to preserve the rights of any holder of Senior Indebtedness against the Comapny or any other Person liable in respect of Senior Indebtedness or with respect to any property pledged, mortgated, or otherwise subject to a security interest or lien securing Senior Indebtedness; (vi) perform or fail to perform any obligation of such holders of Senior Indebtedness under any instrument or agreement evidencing, guaranteeing, securing or otherwise affecting or relating to Senior Indebtedness; or (vii) take or fail to take any action that might otherwise constitute a defense available to, or a discharge of, the Company or any other Person liable in respect of Senior Indebtedness.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary a Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphparagraph (a) of this Section, the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesHolders, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article 11 or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iii3) release any Person liable in any manner for the collection or payment of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv4) exercise or refrain from exercising any rights against such Subsidiary a Guarantor and any other Person; PROVIDED, HOWEVER, that in no event shall any such actions limit the right of the Holders to take any action to accelerate the maturity of the obligations under the Guarantees pursuant to Article 6 or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Indenture.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way . (b) without limiting the generality of the foregoing paragraphSubsection (a) of this Section, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii3) release any Person liable in any manner for the collection or payment of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv4) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person; 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 Five of this Indenture or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Article, subject to the rights, if any, under this Article, of the holders, from time to time, of Senior Indebtedness to receive the cash, property or securities receivable upon the exercise of such rights or remedies.

No Waiver of Subordination Provisions. No Except with the prior written consent of the Subordinated Creditor, the Company will not incur Senior Debt in an aggregate principal amount in excess of $25,000,000. Except in the case of a breach of the agreement with the Subordinated Creditor set forth in the immediately preceding sentence of this Section 4, no right of any present or future holder of any Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company, or by any act or failure to act, in good faith, by act on the part of any such holderholder or holders, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants conditions of this Indenture, the Senior Credit Documents regardless of any knowledge thereof which the holders of Senior Debt, or any such holder of them, may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraphforegoing, the holders of Senior Debt Debt, or any of a Subsidiary Guarantor them, may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders holders of the SecuritiesSubordinated Debt, without incurring responsibility any liabilities to the Holders of the Securities any such holders and without impairing or releasing the subordination and other benefits provided in this Article Intercreditor Agreement or the obligations hereunder of the Holders holders, of the Securities Subordinated Debt to the holders of Senior Debt, even if any right of reimbursement or subrogation or other right or remedy of any holder of the Subordinated Debt of such Subsidiary Guarantoris affected, impaired or extinguished thereby, do any one or more of the following: : (i) change the manner, place or terms of payment or change or extend the time of payment of, or renew renew, exchange, amend, increase or alter, the terms of any Senior Debt Debt, any security therefor or Guarantee thereof or any liability of the Company to such Subsidiary Guarantorholder, or any liability incurred directly or indirectly in respect thereof, or otherwise amend amend, renew, exchange, extend, modify, increase or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing or guaranteeing or securing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; provided, however, that, except with the prior written consent of the Subordinated Creditor, no increase in the principal amount of the Senior Debt which would result in the aggregate outstanding principal amount of Senior Debt to exceed $25,000,000, and no extension of the maturity date of the Senior Debt beyond December 31, 2010 may be effected without the prior written consent of the Subordinated Creditor; (ii) sell, exchange, release settle or compromise any Senior Debt or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any of the Senior Debt in any manner or order; and (iii) fail to take or to record or otherwise deal with perfect, for any property pledgedreason or for no reason, mortgaged or otherwise any Lien securing Senior Debt of such Subsidiary Guarantor; (iii) release any Person liable by whomsoever granted, exercise or delay in any manner for the collection of Senior Debt of such Subsidiary Guarantor; and (iv) exercise or refrain from exercising any rights right or remedy against such Subsidiary Guarantor and the Company or any other PersonPerson or any security, elect any remedy and otherwise deal freely with any security and with the Company or any liability of the Company to such holder or any liability incurred directly or indirectly in respect thereof. All rights and interests under this Intercreditor Agreement of the holders of Senior Debt, and all agreements and obligations of the holders of Subordinated Debt and the Company hereunder, shall remain in full force and effect irrespective of (i) any lack of validity or enforceability of the Senior Credit Documents, or of any provision of any thereof, or (ii) any other circumstance that might otherwise constitute a defense available to, or be discharge of, the Company in respect of the Senior Debt.

No Waiver of Subordination Provisions. No right of any present or future Agent under the Credit Agreement, holder of any Senior Debt of a Subsidiary Guarantor Indebtedness, or Representative thereof, to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, act by any such holderAgent under the Credit Agreement, holder or Representative thereof, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, Security regardless of any knowledge thereof which any such Agent under the Credit Agreement, holder or Representative thereof may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Agent under the Credit Agreement and the holders of Senior Debt of a Subsidiary Guarantor Indebtedness or their Representatives, if applicable, may, at any time and from time to time, time without the consent of or notice to the Trustee or the Holders holder of the Securitiesthis Security, without incurring responsibility to the Holders any holders of the Securities this Security and without impairing or releasing the subordination and other benefits provided in this Article Section 3 or the obligations hereunder of the Holders holder of the Securities this Security to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: , all without notice to the holder of this Security and even if any right of reimbursement or subrogation or other right or remedy of the holder of this Security is affected, impaired or extinguished thereby: (i1) change the manner, place or terms of payment or change or extend the time of payment of, or renew renew, exchange, amend or alter, the terms of any Senior Debt Indebtedness, any security therefor or guaranty thereof or any liability of the Company or any guarantor to such Subsidiary Guarantorholder, or any liability incurred directly or indirectly in respect thereof, or otherwise amend amend, renew, exchange, modify or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing or guaranteeing or or securing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; ; (ii2) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with in any manner and any order any property pledged, mortgaged or otherwise securing Senior Debt Indebtedness or any liability of the Company or any guarantor to such Subsidiary Guarantor; holder, or any liability incurred directly or indirectly in respect thereof; (iii3) release settle or compromise any Person liable Senior Indebtedness or any other liability of the Company or any guarantor of the Senior Indebtedness to such holder or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, Senior Indebtedness) in any manner or order; and (4) fail to take or to record or otherwise perfect, for the collection of any reason or for no reason, any lien or security interest securing Senior Debt of such Subsidiary Guarantor; and (iv) Indebtedness by whomsoever granted, exercise or delay in or refrain from exercising any rights right or remedy against such Subsidiary Guarantor the Company or any security or any guarantor or any other person, elect any remedy and otherwise deal freely with the Company and any other Personsecurity and any guarantor of the Senior Indebtedness or any liability of the Company or any guarantor to such holder or any liability incurred directly or indirectly in respect thereof.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holderholder of any Senior Indebtedness, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i) change the manner, place or terms of payment payment, or the amount of interest, fees or other amounts payable in respect of, or extend the time of payment of, or renew renew, increase, or otherwise alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the payment or collection of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) exercise or refrain from exercising any rights or remedies against such Subsidiary Guarantor and the Company or any other Person; (v) give or fail to give any notice, or take or fail to take any other action, required by law, by agreement or otherwise to preserve the rights of any holder of Senior Indebtedness against the Company or any other Person liable in respect of Senior Indebtedness or with respect to any property pledged, mortgaged, or otherwise subject to a security interest or lien securing Senior Indebtedness; (vi) perform or fail to perform any obligation of such holders of Senior Indebtedness under any instrument or agreement evidencing, guaranteeing, securing or otherwise affecting or relating to Senior Indebtedness; or (vii) take or fail to take any action that might otherwise constitute a defense available to, or a discharge of, the Company or any other Person liable in respect of Senior Indebtedness.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary the Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary the Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary the Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities Securities, and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary the Guarantor, 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 alteralter or increase, Senior Debt of such Subsidiary the Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary the Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary the Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary the Guarantor; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary the Guarantor; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary the Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of any Security entitled to the Securitiesbenefits of a Guarantee, without incurring responsibility to the Holders of any Security entitled to the Securities benefits of a Guarantee and without impairing or releasing the subordination provided in this Article Eighteen or the obligations hereunder of the Holders of any Security entitled to the Securities benefits of a Guarantee to the holders of Senior Debt of such Subsidiary GuarantorGuarantor 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, Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary the Guarantor and any other Person.. 116

No Waiver of Subordination Provisions. No right of any present or future holder of any the Senior Debt of a Subsidiary Guarantor Parties to enforce the subordination as herein provided in this Agreement shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Borrower or by any act or failure to act, in good faith, act by the Senior Parties or any such holderagent of or trustee for the Senior Parties, or by any noncompliance non-compliance by such Subsidiary Guarantor the Borrower with any of the terms, provisions and covenants of this Indentureagreements or instruments relating to the Subordinate Debt or the Senior Debt, regardless of any knowledge thereof any such holder which the Senior Parties may have or be otherwise charged with. Without in any way limiting the generality limitation of the foregoing paragraphforegoing, but in no way relieving the Borrower of its obligations under this Agreement, the holders of Senior Debt of a Subsidiary Guarantor Parties may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities Subordinate Parties and without impairing or releasing the subordination and other benefits provided in this Article Agreement or the obligations hereunder of the Holders of the Securities Subordinate Parties to the holders of Senior Debt of such Subsidiary GuarantorParties, do any one or more of the following: : (ia) change amend, supplement, modify, restate or replace the manner, place or terms of payment or extend the time of payment ofCredit Agreement, or renew or alter, any of the Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Security or any instrument evidencing of the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; other Credit Documents; (iib) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with in any property pledged, manner any assets pledged or mortgaged for or otherwise securing the Senior Debt or any liability of such Subsidiary Guarantor; the Borrower or any liability incurred directly or indirectly in respect thereof; (iiic) release settle or compromise any Person liable Senior Debt or any other liability of the Borrower (other than the Subordinate Debt) or any security thereof or any liability incurred directly or indirectly in respect thereof, and apply any sums by whomsoever paid and however realized to the Senior Debt in any manner for or order; and (d) fail to take or to record or otherwise perfect or to preserve the collection perfection of any liens or security interest securing the Senior Debt of such Subsidiary Guarantor; and (iv) Debt, register or file specific postponements or subordinations, exercise or delay in or refrain from exercising any right or remedy against the Borrower and elect any remedy and otherwise deal freely with the Borrower. No loss of or in respect of any of the Senior Security or otherwise or any carelessness or neglect by the Senior Parties in asserting their rights against such Subsidiary Guarantor and or any other Personthing whatsoever, including without limitation the loss by operation of law of any right of the Senior Parties against the Borrower or the loss or destruction of any security, shall in any way impair or release the subordination and other benefits provided by this Agreement.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section, the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iii3) release any Person liable in any manner for the collection or payment of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv4) exercise or refrain from exercising any rights against such Subsidiary Guarantor any of the Guarantors and any other Person.; 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 Five of this Indenture or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Article. 154

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt may, with the consent or agreement of a Subsidiary Guarantor maythe Company, to the extent required by the instrument or instruments governing such Senior Debt, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article Fifteen or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorDebt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorDebt, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorDebt; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorDebt; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person. SECTION 1508. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT. Upon any payment or distribution of assets of the Company referred to in this Article Fifteen, the Trustee and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the Trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fifteen.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor Brands or by any act or failure to act, in good faith, act by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor Brands with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphSubsection (a) of this Section, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article Section or the obligations hereunder of the Holders holders of the Securities Guarantee to the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; (iii3) release any Person liable in any manner for the collection or payment of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; and (iv4) exercise or refrain from exercising any rights against such Subsidiary Guarantor Brands and any other Person; 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 in accordance with provisions described under "Events of Default" and as set forth pursuant to Article Five in the Indenture or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Article.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesGuarantees, without incurring responsibility to the Holders of the Securities Guarantees and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities Guarantees to the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; (iii3) release any Person liable in any manner for the collection or payment of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; and (iv4) exercise or refrain from exercising any rights against such Subsidiary Guarantor any of the Guarantors and any other Person; provided, however, that in no event shall any such actions limit the right of the Holders of the Guarantees to take any action to accelerate the maturity of the Securities pursuant to Article Five of this Indenture or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Article.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor with respect to the Company or the Guarantor, as the case may be, to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or the Guarantor, 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 such Subsidiary Guarantor 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 be otherwise charged with. Without in any way limiting the generality of the foregoing immediately preceding paragraph, the holders of Senior Debt of a Subsidiary Guarantor with respect to the Company or the Guarantor, as the case may be, may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of such Senior Debt of such Subsidiary GuarantorDebt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, ; or renew or alter, Senior Debt of such Subsidiary with respect to the Company or the Guarantor, as the case may be, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor with respect to the Company or the Guarantor, as the case may be, or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor with respect to the Company or the Guarantor, as the case may be, is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary with respect to the Company or the Guarantor, as the case may be; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary with respect to the Company or the Guarantor, as the case may be; and (iv) exercise or refrain from exercising any rights against such Subsidiary the Company, the Guarantor and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt Indebtedness of a any Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt Indebtedness of a any Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring Incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt Indebtedness of such Subsidiary Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt Indebtedness of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt Indebtedness of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt Indebtedness of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt Indebtedness of such Subsidiary Guarantor; (iii) release any Person liable in any manner for the collection of Senior Debt Indebtedness of such Subsidiary Guarantor; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary any Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holderGuarantor, or by any noncompliance non-compliance by such Subsidiary Guarantor with the terms, provisions and covenants of this IndentureARTICLE XVI, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior Debt of a Subsidiary any Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article XVI or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior Debt of such Subsidiary Guarantor, do any one or more of the following, subject to any rights of such Guarantor in respect thereof: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner such Guarantor Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which such Guarantor Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Debt of such Subsidiary GuarantorDebt; (iii) release any Person person liable in any manner for the collection of such Guarantor Senior Debt of such Subsidiary GuarantorDebt; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor and any other Personperson.

No Waiver of Subordination Provisions. No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary the Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior Debt of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Guaranteed Securities, without incurring responsibility to the Holders of the Securities Guaranteed Securities, and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities Guaranteed Securities, to the holders of Guarantor Senior Debt of such Subsidiary GuarantorDebt, 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 alteralter or increase, Guarantor Senior Debt of such Subsidiary GuarantorDebt, or otherwise amend or supplement in any manner the Guarantor Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary Guarantor; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary Guarantor; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor and any other Person.Senior

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section, the holders of Senior Debt of a Subsidiary Guarantor may, Indebtedness may at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alteralter or increase, Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii3) release any Person liable in any manner for the collection or payment of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv4) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person; 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 Five of this Indenture or to pursue any rights or remedies hereunder or under applicable laws if the taking of such actions does not otherwise violate the terms of this Indenture. (c) The provisions of this Article Thirteen shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing immediately preceding paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Company, the Trustee or the Holders of the SecuritiesSecurities of any series, without incurring responsibility to the Company, the Trustee or such Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Company, the Trustee or such Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i) create Senior Indebtedness, (ii) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; , (iiiii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary Guarantor; Indebtedness, (iiiiv) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary Guarantor; Indebtedness, and (ivv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person; and Senior Indebtedness shall continue to be Senior Indebtedness entitled to the benefits of the subordination provisions of this Article XIII. The Company, the Trustee and each Holder waive notice of each event described in the preceding sentence.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any the Senior Debt of a Subsidiary Guarantor Lienholder to enforce subordination as herein provided the provisions of this Agreement shall at any time or in any way be prejudiced or impaired by (i) any act or failure to act on the part of such Subsidiary Guarantor the Credit Parties, or by (ii) any act or failure to act, in good faith, act by any such holderthe Senior Lienholder, or (iii) any non-compliance by any noncompliance by such Subsidiary Guarantor the Credit Parties with the terms, provisions and covenants of this Indentureany of the Junior Lienholder Documents, regardless of any knowledge thereof any such holder the Senior Lienholder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section 12, the holders of Senior Debt of a Subsidiary Guarantor Lienholder may, at any time and from time to time, without the consent of or notice to the Trustee Junior Lienholder or the Holders of the SecuritiesNoteholders, without incurring responsibility to the Holders of Junior Lienholder and the Securities Noteholders, and without impairing or releasing the lien subordination provided in this Article hereunder or the obligations hereunder of the Holders of Junior Lienholder or the Securities to the holders of Senior Debt of such Subsidiary GuarantorNoteholders hereunder, do any one or more of the following: : (i) change Amend, modify, waive or consent to any term or provision set forth in any of the Senior Lienholder Documents; (ii) Change the manner, place or terms of payment or extend the time of payment of, or refund or refinance, or renew or alter, any of the Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; Lienholder Debt; (iiiii) sellSell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing all or any portion of the Senior Debt of such Subsidiary Guarantor; Lienholder Debt; (iiiiv) release Release any Person liable in any manner for the payment or collection of any of the Senior Debt of such Subsidiary Guarantor; and Lienholder Debt; (ivv) exercise Exercise or refrain from exercising any rights against such Subsidiary Guarantor and the Credit Parties or any other Person; and (vi) Take any other action under the Senior Lienholder Documents or otherwise with respect to the Credit Parties, the Senior Lienholder Debt or the Senior Lienholder Collateral which might otherwise constitute a defense available to, or a discharge of, the Junior Lienholder or the Noteholders in respect of their respective obligations under this Agreement.

No Waiver of Subordination Provisions. 13.1 No right of any present or future holder of any the Senior Debt of a Subsidiary Guarantor Parties to enforce the subordination as herein provided in this Agreement shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Borrower or by any act or failure to act, in good faith, act by the Senior Parties or any such holderagent of or trustee for the Senior Parties, or by any noncompliance non-compliance by such Subsidiary Guarantor the Borrower with any of the terms, provisions and covenants of this Indentureagreements or instruments relating to the Subordinate Debt or the Senior Debt, regardless of any knowledge thereof any such holder which the Senior Parties may have or be otherwise charged with. Without in any way limiting the generality limitation of the foregoing paragraphforegoing, but in no way relieving the Borrower of its obligations under this Agreement, the holders of Senior Debt of a Subsidiary Guarantor Parties may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities Subordinate Parties and without impairing or releasing the subordination and other benefits provided in this Article Agreement or the obligations hereunder of the Holders of the Securities Subordinate Parties to the holders of Senior Debt of such Subsidiary GuarantorParties, do any one or more of the following: : (ia) change amend, supplement, modify, restate or replace the manner, place or terms of payment or extend the time of payment ofCredit Agreement, or renew or alter, any of the Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Security or any instrument evidencing of the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; other Credit Documents; (iib) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with in any property pledged, manner any assets pledged or mortgaged for or otherwise securing the Senior Debt or any liability of such Subsidiary Guarantor; the Borrower or any liability incurred directly or indirectly in respect thereof; (iiic) release settle or compromise any Person liable Senior Debt or any other liability of the Borrower (other than the Subordinate Debt) or any security thereof or any liability incurred directly or indirectly in respect thereof, and apply any sums by whomsoever paid and however realized to the Senior Debt in any manner for or order; and (d) fail to take or to record or otherwise perfect or to preserve the collection perfection of any liens or security interest securing the Senior Debt of such Subsidiary Guarantor; and (iv) Debt, register or file specific postponements or subordinations, exercise or delay in or refrain from exercising any right or remedy against the Borrower and elect any remedy and otherwise deal freely with the Borrower. 13.2 No loss of or in respect of any of the Senior Security or otherwise or any carelessness or neglect by the Senior Parties in asserting their rights against such Subsidiary Guarantor and or any other Person.thing whatsoever, including without limitation the loss by operation of law of any right of the Senior Parties against the Borrower or the loss or destruction of any security, shall in any way impair or release the subordination and other benefits provided by this Agreement. 30479426.3 ‑ 10 ‑

No Waiver of Subordination Provisions. No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Debenture Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary the Debenture Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing immediately preceding paragraph, the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesSecurities of any series, without incurring responsibility to the such Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the such Holders of the Securities to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, 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, Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the collection of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary the Debenture Guarantor and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a and Senior Subordinated Debt or Subsidiary Guarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such the Company or any Subsidiary Debentures Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such the Company or any Subsidiary Debentures Guarantor with the terms, provisions and covenants of this Exchange Indenture, regardless of any knowledge thereof any such holder Holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a and Senior Subordinated Debt or Subsidiary Guarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt, as the case may be, may, at any time and from time to time, without the consent of or notice to the Debentures Trustee or the Holders of the SecuritiesExchange Debentures, without incurring responsibility to the Debentures Trustee or the Holders of the Securities Exchange Debentures and without impairing or releasing the subordination provided in this Article Fourteen or the obligations hereunder of the Holders of the Securities Exchange Debentures to the holders of Senior Debt of such and Senior Subordinated Debt or Subsidiary GuarantorGuarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt, as the case may be, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such and Senior Subordinated Debt or Subsidiary GuarantorGuarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt, as the case may be, or otherwise amend or supplement in any manner Senior Debt of such and Senior Subordinated Debt or Subsidiary Guarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt, as the case may be, or any instrument evidencing the same or any agreement under which Senior Debt of such and Senior Subordinated Debt or Subsidiary Guarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt, as the case may be, is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such and Senior Subordinated Debt or any Subsidiary GuarantorGuarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt, as the case may be; (iii) release any Person liable in any manner for the collection of Senior Debt of such and Senior Subordinated Debt or any Subsidiary GuarantorGuarantor Senior Debt and Subsidiary Guarantor Senior Subordinated Debt, as the case may be; and (iv) exercise or refrain from exercising any rights against such the Company or any Subsidiary Debentures Guarantor and any other Person.. 134 123

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor the Agent to enforce subordination as herein provided the provisions of this Agreement shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Credit Parties or by any act or failure to act, in good faith, act by any such holderthe Agent or the Senior Lienholders, or by any noncompliance non-compliance by such Subsidiary Guarantor the Credit Parties with the terms, provisions and covenants of this Indentureany of the Subordinated Lienholder Documents, regardless of any knowledge thereof the Agent or any such holder Senior Lienholder may have or be otherwise charged with. . (b) Without in any way limiting the generality of subsection (a) of this Section 2.2, but subject to the foregoing paragraphprovisions of subsection (c) of this Section 2.2, the holders of Agent and the Senior Debt of a Subsidiary Guarantor Lienholders may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesSubordinated Lienholder, without incurring responsibility to the Holders of the Securities Subordinated Lienholder and without impairing or releasing the lien subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary Guarantorhereunder, do any one or more of the following: : (i) change Amend, modify, waive or consent to any term or provision set forth in any of the Senior Lienholders Documents; (ii) Change the manner, place or terms of payment or extend the time of payment of, or refund or refinance, or renew or alter, any of the Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; Lienholders Obligations; (iiiii) sellSell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing all or any portion of the Senior Debt of such Subsidiary Guarantor; Lienholders Obligations; (iiiiv) release Release any Person liable in any manner for the payment or collection of any of the Senior Debt of such Subsidiary Guarantor; and Lienholders Obligations; (ivv) exercise Exercise or refrain from exercising any rights against such Subsidiary Guarantor and the Credit Parties or any other Person; and (vi) Take any other action which might otherwise constitute a defense available to, or a discharge of, the Subordinated Lienholder in respect of its lien subordination as provided pursuant to the terms of this Agreement. (c) Notwithstanding the foregoing provisions of this Section 2.2, the Agent and the Senior Lienholders shall not, without the prior written consent of the Subordinated Lienholder, to be granted in each instance in the Subordinated Lienholder's sole and exclusive discretion: (i) amend the definitions of any of the following terms, nor any component of the definition of any of the following terms, from those set forth in the Senior Lienholders Loan Agreement as in effect on the date of this Agreement, if the effect of such amendment is to create additional Availability or increase the amount of the Borrowing Base: (a) Availability, (b) Borrowing Base or Inventory Loan Cap (except in each case to the extent contemplated in the definition of Adjusted Borrowing Base as defined in this Agreement), (c) Eligible Accounts, (d) Eligible Inventory, (e) Mandatory Prepayment, (f) Line of Credit or Revolving Line of Credit (except in connection with an increase to the Revolving Line of Credit Cap Amount as defined in this Agreement), (g) Overadvance, (h) Minimum Availability Reserve, or (i) the additional Availability Reserve as described in that certain letter agreement as to post-closing items, dated April 8, 2004, among the Agent and the Companies; or (ii) except as otherwise required or permitted by the terms of clauses (b)(x), (y) and (z) of the definition of Availability Reserve in the Senior Lienholders Loan Agreement as in effect on the date of this Agreement, reduce or release any Landlord Availability Reserve which the Agent may elect to establish from time to time, it being understood that nothing herein contained shall in any way obligate the Agent to establish any Landlord Availability Reserve, or, once established, reduce or release such Landlord Availability Reserve or any part thereof for the reasons set forth in such clauses (b)(x), (y) and (z). (d) The provisions of this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment of any Senior Lienholders Obligations is rescinded or must otherwise be returned by the Agent or the Senior Lienholders upon the insolvency, bankruptcy or reorganization of a Credit Party, or otherwise, all as though such payment had not been made.

No Waiver of Subordination Provisions. 103 (a) No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such any Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such any Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section 13.08, the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesNotes, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination provided in this Article Thirteen or the obligations hereunder of the Holders of the Securities Notes to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place place, terms or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iii3) release any Person liable in any manner for the collection or payment of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv4) exercise or refrain from exercising any rights against such the Subsidiary Guarantor Guarantors and any other Person.

No Waiver of Subordination Provisions. No right of any present or future lender under the Senior Agreement, holder of any Senior Debt of a Subsidiary Guarantor Indebtedness, or Representative thereof, to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or any of their respective Subsidiaries or by any act or failure to act, in good faith, act by any such holderlender under the Senior Agreement, holder or Representative thereof, or by any noncompliance by such Subsidiary Guarantor Company with the terms, provisions and covenants of this Indenture, Agreement or the Note regardless of any knowledge thereof which any such lender under the Senior Agreement, holder or Representative thereof may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the lender under the Senior Agreement or the holders of Senior Debt of a Subsidiary Guarantor Indebtedness (or their Representatives, if applicable), may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders holder of the SecuritiesNote, without incurring responsibility to the Holders any holder of the Securities Note and without impairing or releasing the subordination and other benefits provided in this Article VIII or the obligations hereunder of the Holders holder of the Securities Note to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: , all without notice to the holder of the Note and even if any right of reimbursement or subrogation or other right or remedy of the holder of the Note is affected, impaired or extinguished thereby: (i1) change the manner, place or terms of payment or change or extend the time of payment of, or renew renew, exchange, amend or alter, the terms of any Senior Debt Indebtedness, any security therefor or guaranty thereof or any liability of the Company or any Subsidiary thereof, or any other guarantor to such Subsidiary Guarantorholder, or any liability incurred directly or indirectly in respect thereof, or otherwise amend amend, renew, exchange, modify or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing or guaranteeing or securing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; ; (ii2) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with in any manner and any order any property pledged, mortgaged or otherwise securing Senior Debt Indebtedness or any liability of the Company or any of its Subsidiaries, or any other guarantor to such Subsidiary Guarantor; holder, or any liability incurred directly or indirectly in respect thereof; (iii3) release settle or compromise any Person liable Senior Indebtedness or any other liability of the Company or any of its Subsidiaries, or any other guarantor of the Senior Indebtedness to such holder or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, Senior Indebtedness) in any manner or order; and (4) fail to take or to record or otherwise perfect, for the collection of any reason or for no reason, any lien or security interest securing Senior Debt of such Subsidiary Guarantor; and (iv) Indebtedness by whomsoever granted, exercise or delay in or refrain from exercising any rights right or remedy against such Subsidiary Guarantor the Company or any of its Subsidiaries, or any security or any other guarantor or any other Person, elect any remedy and otherwise deal freely with the Company or any of its Subsidiaries, and any security and any other Personguarantor of the Senior Indebtedness or any liability of the Company or any of its Subsidiaries, or any other guarantor to such holder or any liability incurred directly or indirectly in respect thereof.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Obligations to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Corporation or by any act or failure to act, in good faith, act by any such holder, other holder of any Senior Obligations or by any noncompliance by such Subsidiary Guarantor the Corporation with the terms, provisions and covenants of this Indenture, contained in the Senior Credit Agreement regardless of any knowledge thereof any which such holder may have or be otherwise charged with. Without in any way limiting Subject to the generality provisions of the foregoing paragraphSection 11.1, the holders of the Senior Debt Obligations may modify, supplement or amend the terms of a Subsidiary Guarantor may, the Senior Obligations or the Senior Credit Agreement or any of the other Loan Documents referred to therein or any security therefore and sell or exchange such security and otherwise deal freely with the Corporation. The provisions of this Section 11 shall continue to be effective if at any time and from time to time, without the consent any payment of or notice to the Trustee or the Holders any of the SecuritiesSenior Obligations is rescinded or must otherwise be returned by Senior Lender or Agent thereof or any other holder of Senior Obligations upon the insolvency, without incurring responsibility to the Holders bankruptcy or reorganization of the Securities and without impairing Corporation or releasing otherwise, all as though such payment had not been made. Senior Lender or Agent thereof shall give the subordination City notice of the creation, modification, renewal, extension or accrual of any Senior Obligations; provided, however, that the failure of Senior Lender or Agent thereof to so provide such notice shall not affect or impair any rights of the holders of the Senior Obligations as provided in this Article Section 11. The City waives any and all notice of or proof of reliance by any holder of Senior Obligations upon this Section 11, and the obligations hereunder of Senior Obligations shall be deemed to have been incurred in reliance upon this Section 11, and all dealings between the Holders of the Securities to Corporation and the holders of Senior Debt of such Subsidiary Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement Obligations shall be deemed to have been consummated in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary Guarantor; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary Guarantor; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor and any other Personreliance upon this Section 11.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor Factors or by any act or failure to act, in good faith, act by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor Factors with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphSubsection (a) of this Section, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article Section or the obligations hereunder of the Holders holders of the Securities Guarantee to the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; (iii3) release any Person liable in any manner for the collection or payment of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; and (iv4) exercise or refrain from exercising any rights against such Subsidiary Guarantor Factors and any other Person; 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 in accordance with provisions described under "Events of Default" and as set forth pursuant to Article Five in the Indenture or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Article.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a or Subsidiary Guarantor Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such the Company or any Subsidiary Notes Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such the Company or any Subsidiary Notes Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder Holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a or Subsidiary Guarantor Senior Debt, as the case may be, may, at any time and 109 99 from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesNotes, without incurring responsibility to the Trustee or the Holders of the Securities Notes and without impairing or releasing the subordination provided in this Article Fourteen or the obligations hereunder of the Holders of the Securities Notes to the holders of Senior Debt of such or Subsidiary GuarantorGuarantor Senior Debt, as the case may be, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such or Subsidiary GuarantorGuarantor Senior Debt, as the case may be, or otherwise amend or supplement in any manner Senior Debt of such or Subsidiary Guarantor Senior Debt, as the case may be, or any instrument evidencing the same or any agreement under which Senior Debt of such or Subsidiary Guarantor Senior Debt, as the case may be, is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such or any Subsidiary GuarantorGuarantor Senior Debt, as the case may be; (iii) release any Person liable in any manner for the collection of Senior Debt of such or any Subsidiary GuarantorGuarantor Senior Debt, as the case may be; and (iv) exercise or refrain from exercising any rights against such the Company or any Subsidiary Notes Guarantor and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary the Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of any Security entitled to the Securitiesbenefits of a Guarantee, without incurring responsibility to the Holders of any Security entitled to the Securities benefits of a Guarantee and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of any Security entitled to the Securities benefits of a Guarantee to the holders of Senior Debt of such Subsidiary GuarantorGuarantor 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, Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary the Guarantor and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness, or Representative thereof, to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, act by any such holderholder or Representative thereof, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, Debenture regardless of any knowledge thereof which any such holder or Representative thereof may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness (or their Representatives, if applicable) may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesHolder, without incurring responsibility to the Holders of the Securities Holder and without impairing or releasing the subordination and other benefits provided in this Article Section 3 or the obligations hereunder of the Holders of the Securities Holder to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: following all without notice to the Holder and even if any right of reimbursement or subrogation or other right or remedy of the Holder is affected, impaired or extinguished thereby: (i) change the manner, place or terms of payment or change or extend the time of payment of, or renew renew, exchange, amend or alter, the terms of any Senior Debt Indebtedness, any security therefor or guaranty thereof or any liability of the Company or any guarantor to such Subsidiary Guarantorholder, or any liability incurred directly or indirectly in respect thereof, or otherwise amend amend, renew, exchange, modify or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing or guaranteeing or securing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; ; (ii) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with in any manner and any order any property pledged, mortgaged or otherwise securing Senior Debt Indebtedness or any liability of the Company or any guarantor to such Subsidiary Guarantor; holder, or any liability incurred directly or indirectly in respect thereof; (iii) release settle or compromise any Person liable Senior Indebtedness or any other liability of the Company or any guarantor of the Senior Indebtedness to such holder or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, Senior Indebtedness) in any manner for the collection of Senior Debt of such Subsidiary Guarantoror order; and and (iv) fail to take or to record or otherwise perfect, for any reason or for no reason, any lien or security interest securing Senior Indebtedness by whomsoever granted, exercise or delay in or refrain from exercising any rights right or remedy against such Subsidiary Guarantor the Company or any security or any guarantor or any other person, elect any remedy and otherwise deal freely with the Company and any other Personsecurity and any guarantor of the Senior Indebtedness or any liability of the Company or any guarantor to such holder or any liability incurred directly or indirectly in respect thereof.

No Waiver of Subordination Provisions. (a) No right of any present the Administrative Agent or future holder of any Senior Debt of a Subsidiary Guarantor Party to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor any Subordinated Borrower or by any act or failure to act, in good faith, by the Administrative Agent or any such holderSenior Party, or by any noncompliance non-compliance by such Subsidiary Guarantor any Subordinated Borrower with the terms, provisions and covenants of this Indenturethese Terms of Subordination, regardless of any knowledge thereof the Administrative Agent or any such holder Senior Party may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraph, the holders occurrence of any one or more of the following (with or without the consent of or notice to any Subordinated Creditor), shall not cause any Senior Party to incur any obligation to any Subordinated Creditor and shall not impair or release the subordination provided in these Terms of Subordination or the obligations hereunder of any Subordinated Creditor to the Senior Parties, even if any right of reimbursement or subrogation or other right or remedy of the Subordinated Creditors is extinguished, affected or impaired thereby: (i) at any time or from time to time, the time for any performance of or compliance with any Subordinated Debt or any Senior Debt shall be extended, or such performance or compliance shall be waived; (ii) the terms, covenants or obligations relating to any Senior Debt are in any way amended, modified or supplemented (including pursuant to any amendment, modification or supplement to any Financing Document or any document or instrument relating to any of the foregoing); (iii) the maturity of any Subordinated Debt or any Senior Debt shall be accelerated, or any Subordinated Debt shall be modified, supplemented or amended in any respect (regardless of whether the consent of the Senior Parties shall be given pursuant to Section 9 below); (iv) any Lien or Guarantee shall be granted to, or in favor of, any Senior Party as security for any Senior Debt (regardless of whether any such Lien shall be perfected or whether any such Guarantee shall be valid or shall at any time be released); (v) any Lien shall be granted to, or in favor of, any Subordinated Creditor as security for any Subordinated Debt (regardless of whether any such Lien shall be perfected); (vi) the assignment or transfer of any Senior Party's rights under or interest in any Senior Debt; or (vii) any other circumstance which might otherwise constitute a Subsidiary Guarantor defense available to, or a discharge of, the Subordinated Borrower or any Subordinated Creditor. (c) Without in any way limiting the generality of the foregoing paragraph (b), any Senior Party may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesSubordinated Creditors, without incurring responsibility any obligation to the Holders of the Securities Subordinated Creditors, and without impairing or releasing the subordination provided in this Article herein or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorSubordinated Creditors, do any one or more of the following: , even if any right of reimbursement or subrogation or other right or remedy of the Subordinated Creditors is extinguished, affected or impaired thereby: (i) change the manner, place or terms of payment of or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantorowed to it or any collateral security or guarantee therefor, or otherwise amend or supplement in any manner manner, or enter into any compromise or settlement in respect of, the Senior Debt of such Subsidiary Guarantor owed to it or any instrument evidencing the same or any agreement under which any Senior Debt of such Subsidiary Guarantor is owed to them are outstanding; ; (ii) sell, exchange, release release, enforce, delay in enforcing, or otherwise deal with any property pledged, mortgaged or otherwise securing any Senior Debt of such Subsidiary Guarantor; owed to it; (iii) release any Person liable in any manner for the collection of any Senior Debt of such Subsidiary Guarantorowed to it (including any guarantor thereof); and and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Subordinated Borrower and any other Person.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such any Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such any Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section 12.8, the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article Twelve or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place place, terms or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Indebtedness is outstanding or otherwise amend, renew, exchange, restate, modify or supplement in any manner Guarantor Senior Indebtedness or any instrument evidencing or guaranteeing Guarantor Senior Indebtedness or securing the same or any agreement under which Guarantor Senior Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iii3) settle or compromise any Guarantor Senior Indebtedness release any Person liable in any manner for the collection or payment of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv4) exercise or delay in or refrain from exercising any rights against such the Subsidiary Guarantor Guarantors and any other Person, fail to take or to record or otherwise perfect, for any reason or for no reason, any lien or security interest securing Guarantor Senior Indebtedness, elect any remedy or otherwise deal freely with the Company.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraphSection 13.08 of this Indenture, the holders of Designated Senior Debt of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee Trustees or the Holders of the SecuritiesHolders, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article 13 or the obligations hereunder of the Holders of the Securities to the holders of Designated Senior Debt of such Subsidiary GuarantorDebt, do any one or more of the following: (ia) amend, modify, supplement, restate or replace of any of terms, covenants, conditions or other provisions of any Designated Senior Debt or any instrument or agreement under which Designated Senior Debt is outstanding or secured, including, but not limited to change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner any Designated Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstandingDebt; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Designated Senior Debt of such Subsidiary GuarantorDebt; (iiic) release any Person liable in any manner for the collection of Designated Senior Debt of such Subsidiary GuarantorDebt; and (ivd) exercise or refrain from exercising any rights against such Subsidiary the Company and each Guarantor and any other Person. would permit, holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustees receive a notice of the default (a "Payment Blockage Notice") from the Company or the holders or a Representative of any Designated Senior Debt. If a Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 13.03 unless and until 360 days shall have elapsed since the date of commencement of the payment blockage period resulting from the immediately prior Payment Blockage Notice. No nonpayment default in respect of any Designated Senior Debt that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustees (to the extent the holder or the Representative of the Designated Senior Debt giving such Payment Blockage Notice had knowledge of the same) shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been waived for a period of not less than 90 days.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section, the holders of Senior Debt of a Subsidiary Guarantor may, Indebtedness may at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alteralter or increase, Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii3) release any Person liable in any manner for the collection or payment of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv4) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company 129 and any other Person; 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 Five of this Indenture or to pursue any rights or remedies hereunder or under applicable laws if the taking of such actions does not otherwise violate the terms of this Indenture. (c) The provisions of this Article Thirteen shall be reinstated if at any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such any Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such any Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section 13.08, the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesNotes, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination provided in this Article Thirteen or the obligations hereunder of the Holders of the Securities Notes to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place place, terms or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iii3) release any Person liable in any manner for the collection or payment of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv4) exercise or refrain from exercising any rights against such the Subsidiary Guarantor Guarantors and any other Person.. 134 -126-

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor or by any act or failure to act, in good faith, act by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor with the terms, provisions and covenants of this the Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphSubsection (a) of this Section, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article Two or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, Guarantor Indebtedness (or otherwise amend or supplement in any manner the Senior Debt of such Subsidiary Guarantor Indebtedness guaranteed thereby) or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness (or the Senior Indebtedness guaranteed thereby) is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness (or the Senior Indebtedness guaranteed thereby); (iii3) release any Person liable in any manner for the collection or payment of Senior Debt of such Subsidiary GuarantorGuarantor Indebtedness (or the Senior Indebtedness guaranteed thereby); and (iv4) exercise or refrain from exercising any rights against such Subsidiary Guarantor and any other Person; 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 in accordance with provisions described under Article Five or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Article Two.

No Waiver of Subordination Provisions. No right of any present current or future holder of any Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Loan Parties or any of them or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Loan Parties or any of them with the terms, provisions and covenants of this Indenture[subordination agreement], regardless of any knowledge thereof any such holder may have or be otherwise charged with. The holder of [subordinated Indebtedness] by its acceptance thereof agrees that, so long as there is Indebtedness outstanding or commitments to lend in effect under this [subordination agreement], such holder of [subordinated Indebtedness] shall not agree to compromise, release, forgive or otherwise discharge the obligations of the Loan Parties or any of them with respect to the [subordinated Indebtedness] without the prior written consent of the holders of the Senior Debt. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders holder of the Securities[subordinated Indebtedness], without incurring responsibility to the Holders holder of the Securities [subordinated Indebtedness] and without impairing or releasing the subordination provided in this Article Section 2 of this Exhibit 1.1(P)(3) or the obligations hereunder of the Holders holders of the Securities [subordinated Indebtedness] to the holders of the Senior Debt of such Subsidiary GuarantorDebt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment ofpayment, or renew or alter, Senior Debt of such Subsidiary GuarantorDebt, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorDebt; (iii) release any Person person liable in any manner for the payment or collection of Senior Debt of such Subsidiary GuarantorDebt; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Loan Parties or any of them and any other Personperson.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraphSection 13.08 of this Indenture, the holders of Designated Senior Debt of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee Trustees or the Holders of the SecuritiesHolders, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article 13 or the obligations hereunder of the Holders of the Securities to the holders of Designated Senior Debt of such Subsidiary GuarantorDebt, do any one or more of the following: (ia) amend, modify, supplement, restate or replace of any of terms, covenants, conditions or other provisions of any Designated Senior Debt or any instrument or agreement under which Designated Senior Debt is outstanding or secured, including, but not limited to change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner any Designated Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstandingDebt; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Designated Senior Debt of such Subsidiary GuarantorDebt; (iiic) release any Person liable in any manner for the collection of Designated Senior Debt of such Subsidiary GuarantorDebt; and (ivd) exercise or refrain from exercising any rights against such Subsidiary the Company and each Guarantor and any other Person. IAMGOLD CORPORATION By: Name: Xxxxx Xxxxxxxx Title: Executive Vice President & Chief Financial Officer AGEM LTD., as a Guarantor By: Name: Xxxxx Xxxxxx Title: Director REPADRE CAPITAL (BVI) INC., as a Guarantor By: Name: Xxxxx Xxxxxx Title: Director ROSEBEL GOLD MINES N.V., as a Guarantor By: Name: Xxxxx Xxxxxxxx Title: Chief Financial Officer 2324010 ONTARIO INC., as a Guarantor By: Name: Xxxxx Xxxxxxx-Xxxxxxx Title: Corporate Secretary TRELAWNEY MINING AND EXPLORATION INC., as a Guarantor By: Name: Xxx Xxxxxxxx Title: Corporate Secretary IAMGOLD ESSAKANE S.A., as a Guarantor By: Name: Xxxxx Xxxxxxxx Title: Chairman of the Board [Signature Page to Indenture] COMPUTERSHARE TRUST COMPANY, N.A., as U.S. Trustee By: Name: Xxxxxx X. Major Title: Vice President [Signature Page to Indenture] COMPUTERSHARE TRUST COMPANY OF CANADA, as Canadian Trustee By: Name: Xxx Xxxxxx Title: Corporate Trust Officer By: Name: Xxxxxxx Xxxx Title: Associate Trust Officer

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Greenfield to enforce subordination the postponements and subordinations as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Corporation or by any act or failure to act, in good faith, act by Greenfield or any such holderagent of or trustee for Greenfield, or by any noncompliance non-compliance by such Subsidiary Guarantor the Corporation with any of the terms, provisions and covenants of this Indentureagreements or instruments relating to the Principal Debt, regardless of any knowledge thereof any such holder which Greenfield may have or be otherwise charged with. Without in any way limiting limitation to the generality of the foregoing paragraphforegoing, the holders of Senior Debt of a Subsidiary Guarantor Greenfield may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesPrincipals, without incurring responsibility to the Holders of the Securities Principals and without impairing or releasing the subordination postponements and subordinations and other rights or benefits provided in this Article Agreement or the obligations hereunder of the Holders of the Securities Principals to the holders of Senior Debt of such Subsidiary GuarantorGreenfield, do any one or more of the following: : (ia) change the manner, place or terms of payment or change or extend the time of payment of, or renew renew, exchange, amend or alteralter the terms of any Senior Debt, any Senior Debt Security or any guarantee thereof or any liability of such Subsidiary Guarantorthe Corporation, or any guarantor of the Senior Debt, or any liability incurred directly or indirectly in respect thereof, or otherwise amend increase, reduce, amend, alter, renew, exchange, modify or supplement in any manner the Senior Debt of such Subsidiary Guarantor or any instrument evidencing or guaranteeing or securing the same or any agreement under which any of the Senior Debt of such Subsidiary Guarantor is outstanding; ; (iib) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with in any property pledged, manner any assets pledged or mortgaged for or otherwise securing the Senior Debt or any liability of such Subsidiary Guarantor; the Corporation or any guarantor of the Senior Debt, or any liability incurred directly or indirectly in respect thereof; (iiic) release settle or compromise any Person liable Senior Debt or any other liability of the Corporation or any guarantor of the Senior Debt, or any security therefor or any liability incurred directly or indirectly in respect thereof, and apply any sums by whomsoever paid and however realized to any liability (including the Senior Debt) in any manner for or order; and (d) fail to take or to register or otherwise perfect any lien, mortgage, charge or security interest securing the collection of Senior Debt of such Subsidiary Guarantor; and (iv) Debt, exercise or delay in or refrain from exercising any rights right or remedy against such Subsidiary Guarantor the Corporation or any guarantor of the Senior Debt or any security or any other person, and elect any remedy and otherwise deal freely with the Corporation and any other Personguarantor of the Senior Debt and with any security.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness, or Representative thereof, to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, act by any such holderholder or Representative thereof, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, Note regardless of any knowledge thereof which any such holder or Representative thereof may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness (or their Representatives, if applicable) may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesHolder, without incurring responsibility to the Holders of the Securities Holder and without impairing or releasing the subordination and other benefits provided in this Article Section 4 or the obligations hereunder of the Holders of the Securities Holder to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: following all without notice to the Holder and even if any right of reimbursement or subrogation or other right or remedy of the Holder is affected, impaired or extinguished thereby: (ia) change the manner, place or terms of payment or change or extend the time of payment of, or renew renew, exchange, amend or alter, the terms of any Senior Debt Indebtedness, any security therefor or guaranty thereof or any liability of the Company or any guarantor to such Subsidiary Guarantorholder, or any liability incurred directly or indirectly in respect thereof, or otherwise amend amend, renew, exchange, modify or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing or guaranteeing or securing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; ; (iib) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with in any manner and any order any property pledged, mortgaged or otherwise securing Senior Debt Indebtedness or any liability of the Company or any guarantor to such Subsidiary Guarantor; holder, or any liability incurred directly or indirectly in respect thereof; (iiic) release settle or compromise any Person liable Senior Indebtedness or any other liability of the Company or any guarantor of the Senior Indebtedness to such holder or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, Senior Indebtedness) in any manner or order; and (d) fail to take or to record or otherwise perfect, for the collection of any reason or for no reason, any lien or security interest securing Senior Debt of such Subsidiary Guarantor; and (iv) Indebtedness by whomsoever granted, exercise or delay in or refrain from exercising any rights right or remedy against such Subsidiary Guarantor the Company or any security or any guarantor or any other person, elect any remedy and otherwise deal freely with the Company and any other Personsecurity and any guarantor of the Senior Indebtedness or any liability of the Company or any guarantor to such holder or any liability incurred directly or indirectly in respect thereof.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt Guarantee of a any Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt Guarantees of a any Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt Guarantees of such Subsidiary Guarantor, 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, any Senior Debt Guarantee of such Subsidiary Guarantor, or otherwise amend or supplement in any manner any Senior Debt Guarantee of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which any Senior Debt Guarantee of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing any Senior Debt Guarantee of such Subsidiary Guarantor; (iii) release any Person liable in any manner for the collection or payment of any Senior Debt Guarantee of such Subsidiary Guarantor; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor and any other Person.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary the Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphSection 1508(a), the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee for the Guaranteed Securities of any series or the Holders of the Guaranteed Securities, without incurring responsibility to the Holders of the Guaranteed Securities and without impairing or releasing the subordination provided in this Article Fifteen or the obligations hereunder of the Holders of the Guaranteed Securities to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iii3) release any Person liable in any manner for the collection or payment of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv4) exercise or refrain from exercising any rights against such Subsidiary the Guarantor and any other Person; provided, however, that in no event shall any such actions limit the right of the Holders of the Guaranteed Securities of any series to take any action to accelerate the maturity of such Guaranteed Securities pursuant to Article Five hereof or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Indenture.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such the Company or any Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such the Company or any Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt Indebtedness or Senior Indebtedness of a any Subsidiary Guarantor (“Guarantor Senior Indebtedness”) may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness or Guarantor Senior 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, Senior Debt of such Subsidiary GuarantorIndebtedness or Guarantor Senior Indebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Indebtedness or Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Indebtedness or Guarantor Senior Indebtedness is outstanding; (iic) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness or Guarantor Senior Indebtedness; (iiic) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness or Guarantor Senior Indebtedness; and (ivd) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person.

No Waiver of Subordination Provisions. (i) No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination of the Obligations on account of the Notes as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or any Holder or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company or any Holder with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (ii) Without in any way limiting the generality of the foregoing paragraphsubsection (i) of this Section 11.08, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesNotes, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination provided in this Article 11 or the obligations hereunder of the Holders of the Securities Notes to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, 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 extended, restate, refinance, amend, supplement, renew or alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor security thereof or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iiic) release any Person liable in any manner for the collection or payment of Senior Debt of such Subsidiary GuarantorIndebtedness; and (ivd) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person; PROVIDED, HOWEVER, that in no event shall any such actions limit the right of the Trustee or the Holders of the Notes to take any action to accelerate the maturity of the Notes pursuant to Article 6 hereof or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of this Indenture. (iii) Each Holder by its acceptance of any Note: (a) acknowledges and agrees that the holders of any Senior Indebtedness or their Representative, in its or their discretion, and without affecting any rights of any holder of Senior Indebtedness under this Article 11, may foreclose any mortgage or deed of trust covering interest in real property securing such Senior Indebtedness or any guarantee thereof by judicial or nonjudicial sale, even though such action may release the Company or any guarantor of such Senior Indebtedness from further liability under such Senior Indebtedness or any guarantee thereof or may otherwise limit the remedies 85 available to the holders thereof; and (b) hereby waives any defense that such Holder may otherwise have to the enforcement by any holder of any Senior Indebtedness or any Representative of such holder against such Holder of this Article 11 after or as a result of any action, including any such defense based on any loss or impairment of rights of subrogation. (iv) If at any time any payment of Obligations with respect to any Senior Indebtedness is rescinded or must otherwise be returned upon the insolvency, bankruptcy, reorganization or liquidation of the Company or otherwise, the provisions of this Article 11 shall continue to be effective or reinstated, as the case may be, to the same extent as though such payments had not been made.

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such any Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such any Subsidiary Guarantor with the terms, 103 112 provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. . (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section 12.08, the holders of Guarantor Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesNotes, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination provided in this Article Twelve or the obligations hereunder of the Holders of the Securities Notes to the holders of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i1) change the manner, place place, terms or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iii3) release any Person liable in any manner for the collection or payment of Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv4) exercise or refrain from exercising any rights against such the Subsidiary Guarantor Guarantors and any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary the Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary the Guarantor with the terms, provisions and covenants of this IndentureNote Purchase Agreement, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraphparagraph (a) of this Section 19.7, the holders of Senior Debt of a Subsidiary the Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the such Holders of the Securities and without impairing or releasing the subordination provided in this Article Section 19 or the obligations hereunder of the such Holders of the Securities to the holders of Senior Debt of such Subsidiary the Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary the Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary the Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary the Guarantor is outstanding; , (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary the Guarantor; , (iii) release any Person liable in any manner for the collection payment of Senior Debt of such Subsidiary Guarantor; the Guarantor and (iv) exercise or refrain from exercising any rights against such Subsidiary the Guarantor and any other Person.