Common use of Subordination May Not Be Impaired Clause in Contracts

Subordination May Not Be Impaired. (i) No right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security shall in any way be prejudiced or impaired by any act or failure to act by the Obligor or by any such holder or the Trustee, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with. Neither the subordination of the Subordinated Security as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (ii) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreement.

Subordination May Not Be Impaired. (ia) No right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security this agreement or instrument shall in any way be prejudiced or impaired by any act or failure to act by the Relevant Obligor or by any act or failure to act in good faith, by any such holder or the Trustee, or by any non-compliance by the Relevant Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with. Neither the subordination of the Subordinated Security indebtedness represented by this agreement or instrument as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (iib) The Holder Relevant Creditor agrees that all indebtedness or obligation evidenced by the Subordinated Security this agreement or instrument will be unsecured by any Lien upon or with respect to any property of the Relevant Obligor, and that the Relevant Creditor will not permit to subsist any Liens upon its claim in respect of or upon the proceeds of the indebtedness represented by this agreement or instrument. (iiic) The Holder Relevant Creditor agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security this agreement or instrument except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security this agreement or instrument or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this AgreementSection 2.

Subordination May Not Be Impaired. (ia) No right of any present or future holder of any Senior Indebtedness of the Credit Union to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor or by any such holder or the Trustee, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with. Neither the subordination part of the Subordinated Security as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (ii) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquirorCredit Union, as the case may be, agrees or by any act or failure to be bound act, in good faith, by any such holder, or by any noncompliance by the terms Credit Union, as the case may be, with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. (b) Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Credit Union may, at any time and from time to time, without the consent of or notice to the Holders of the Senior Subordinated Securities, without incurring responsibility to the Holders of the Senior Subordinated Securities and without impairing or releasing the subordination provided in this Article VII or the obligations hereunder of the Holders of the Senior Subordinated Securities to the holders of such Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Credit Union, as the case may be, and any other person.

Subordination May Not Be Impaired. (i) No right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security shall in any way be prejudiced or impaired by any act or failure to act by the Obligor or by any such holder or the Trustee, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with. Neither the subordination of the Subordinated Security as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (ii) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreement.

Subordination May Not Be Impaired. (i) No right of any present or future holder of any Senior and Subordinated Indebtedness of the Company to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor or by any such holder or the Trustee, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with. Neither the subordination part of the Subordinated Security as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (ii) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquirorCompany, as the case may be, agrees or by any act or failure to be bound act, in good faith, by any such holder, or by any noncompliance by the Company, as the case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior and Subordinated Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or releasing the subordination provided in this Article XV or the obligations hereunder of the holders of the Securities to the holders of such Senior and Subordinated Indebtedness, do any one or more of the following: (i) change the manner, place or terms of this Agreementpayment or extend the time of payment of, or renew or alter, such Senior and Subordinated Indebtedness, or otherwise amend or supplement in any manner such Senior and Subordinated Indebtedness or any instrument evidencing the same or any agreement under which such Senior and Subordinated Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior and Subordinated Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior and Subordinated Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company, as the case may be, and any other Person.

Subordination May Not Be Impaired. (i) No right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security shall in any way be prejudiced or impaired by any act or failure to act by the Obligor or by any such holder or the Trustee, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with. Neither the subordination of the Subordinated Security as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-non- exercise of any right, power or remedy with respect thereto. (ii) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreement.

Subordination May Not Be Impaired. (i) No right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security Notes shall in any way be prejudiced or impaired by any act or failure to act by the Obligor or by any such holder or the TrusteeAgent, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee Agent may have or be otherwise charged with. Neither the subordination of the Subordinated Security Notes as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (ii) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security Notes will be unsecured by any Charge (as defined in the Credit Agreement) or by any Lien (as defined in the Indenture) upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security Notes except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security Notes or the indebtedness or obligation which it evidences unless the assignee or acquiroracquirer, as the case may be, agrees to be bound by the terms of this Agreement.

Subordination May Not Be Impaired. (ia) No right of any present or future holder of any Senior Indebtedness Debt to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor part of the Company or by any act or failure to act, in good faith, by any such holder or the Trusteeholder, or by any non-compliance noncompliance by the Obligor Company with the terms, provisions or and covenants hereinof this Indenture, regardless of any knowledge thereof which any such holder or the Trustee may have or otherwise be otherwise charged with. Neither . (b) Without in any way limiting the subordination generality of the Subordinated Security as herein provided nor the rights of foregoing paragraph, the holders of Senior Indebtedness with respect hereto shall be affected by Debt may, at any extensiontime and from time to time, renewal without the consent of or modification notice to the Trustee or the Holders of the termsSecurities, 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, 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 the granting of renew or alter, such Senior Debt, or otherwise amend or supplement in any security in respect of, any manner such Senior Indebtedness Debt or any instrument evidencing the same or any agreement under which such Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Debt; (iii) release any Person liable in any manner for the collection of such Senior Debt; and (iv) exercise or non-exercise of refrain from exercising any right, power or remedy with respect theretorights against the Company and any other Person. (iic) The Holder agrees that all indebtedness subordination provisions of this Article XII shall continue to be effective or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquirorreinstated, as the case may be, agrees if at any time payment and performance of the Senior Debt is, pursuant to applicable law, avoided, recovered, or rescinded or must otherwise be bound restored or returned by any holder of Senior Debt, whether as a "voidable preference," "fraudulent conveyance," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. (d) If, upon any proceeding referred to in Section 12.03, the Trustee does not file a claim in such proceeding prior to fifteen Business Days before the expiration of the time to file such claim, the holders of Designated Senior Debt or their agent may file such claim on behalf of the Holders of the Securities. (e) The subordination provisions contained herein are solely for the benefit of the holders from time to time of Senior Debt and their representatives, assignees and beneficiaries and may not be rescinded, canceled, amended or modified in any way other than, as to any holder of Senior Debt, pursuant to an amendment or modification that is permitted by the terms of this Agreementdocumentation relating to the Senior Debt applicable to such holder.

Subordination May Not Be Impaired. (i) No right of any present or future holder of any Guarantor Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor or by any such holder or part of the TrusteeGuarantor, or by any non-compliance act or failure to act, in good faith, by any such holder, or by any noncompliance by the Obligor Guarantor with the terms, provisions or and covenants hereinof this Indenture, regardless of any knowledge thereof which that any such holder or the Trustee may have or otherwise be otherwise charged with. Neither Without in any way limiting the subordination generality of the Subordinated Security as herein provided nor the rights of foregoing paragraph, the holders of Guarantor Senior Indebtedness with respect hereto shall be affected by to the Securities of any extensionseries may, renewal at any time and from time to time, without the consent of or modification notice to the Trustee or the Holders of Securities of such series, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article 18 or the obligations hereunder of the termsHolders of the Securities of such series to the holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or the granting of renew or alter, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any security in respect of, any manner such Guarantor Senior Indebtedness or any exercise instrument evidencing the same or non-exercise of any right, power or remedy with respect thereto. agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) The Holder agrees that all indebtedness sell, exchange, release or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or otherwise deal with respect to any property of the Obligor. pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) The Holder agrees not to exercise release any offset, compensation or counterclaim or similar right Person liable in respect of any manner for the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment collection of such indebtedness Guarantor Senior Indebtedness; and (iv) exercise or obligation is permitted refrain from exercising any rights against the Guarantor and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreementany other Person.

Subordination May Not Be Impaired. (i) No right of any present or future holder of any Guarantor Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any 109 act or failure to act by on the Obligor or by any such holder or part of the TrusteeGuarantor, or by any non-compliance act or failure to act, in good faith, by any such holder, or by any noncompliance by the Obligor Guarantor with the terms, provisions or and covenants hereinof this Indenture, regardless of any knowledge thereof which that any such holder or the Trustee may have or otherwise be otherwise charged with. Neither Without in any way limiting the subordination generality of the Subordinated Security as herein provided nor the rights of foregoing paragraph, the holders of Guarantor Senior Indebtedness with respect hereto shall be affected by to the Securities of any extensionseries may, renewal at any time and from time to time, without the consent of or modification notice to the Trustee or the Holders of Securities of such series, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article 18 or the obligations hereunder of the termsHolders of the Securities of such series to the holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or the granting of renew or alter, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any security in respect of, any manner such Guarantor Senior Indebtedness or any exercise instrument evidencing the same or non-exercise of any right, power or remedy with respect thereto. agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) The Holder agrees that all indebtedness sell, exchange, release or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or otherwise deal with respect to any property of the Obligor. pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) The Holder agrees not to exercise release any offset, compensation or counterclaim or similar right Person liable in respect of any manner for the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment collection of such indebtedness Guarantor Senior Indebtedness; and (iv) exercise or obligation is permitted refrain from exercising any rights against the Guarantor and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreement.any other Person. * * * 110

Subordination May Not Be Impaired. (i) No right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security Notes shall in any way be prejudiced or impaired by any act or failure to act by the Obligor or by any such holder or the TrusteeAdministrative Agent, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee Administrative Agent may have or be otherwise charged with. Neither the subordination of the Subordinated Security Notes as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (ii) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security Notes will be unsecured by any Lien upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security Notes except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security Notes or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreement.

Subordination May Not Be Impaired. (ia) No right of the Trustee or any holder of Senior Indebtedness Holder to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security this agreement or instrument shall in any way be prejudiced or impaired by any act or failure to act by the Relevant Obligor or by any such holder act or failure to act in good faith, by the Trustee, Trustee or any Holder or by any non-compliance by the Relevant Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which the Trustee or any such holder or the Trustee Holder may have or be otherwise charged with. Neither the subordination of the Subordinated Security indebtedness represented by this agreement or instrument as herein provided nor the rights of the holders of Senior Indebtedness Trustee and the Holders with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness Securities and Indenture Obligations or any exercise or non-exercise of any right, power or remedy with respect thereto. (iib) The Holder Relevant Creditor agrees that all indebtedness or obligation evidenced by the Subordinated Security this agreement or instrument will be unsecured by any Lien upon or with respect to any property of the Relevant Obligor, and that the Relevant Creditor will not permit to subsist any Liens upon its claim in respect of or upon the proceeds of the indebtedness represented by this agreement or instrument. (iiic) The Holder Relevant Creditor agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security this agreement or instrument except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security this agreement or instrument or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this AgreementSection 2.

Subordination May Not Be Impaired. (ia) No right of any holder of Senior Indebtedness Indebtedness, the Trustee or any Holder to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security this agreement or instrument shall in any way be prejudiced or impaired by any act or failure to act by the Obligor Company or by any act or failure to act in good faith, by any such holder holder, the Trustee or the Trustee, any Holder or by any non-compliance by the Obligor Company with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or holder, the Trustee or any such Holder may have or be otherwise charged with. Neither the subordination of the Subordinated Security indebtedness represented by this agreement or instrument as herein provided nor the rights of the holders of Senior Indebtedness Indebtedness, the Trustee and the Holders with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or Indenture Obligations or any exercise or non-exercise of any right, power or remedy with respect thereto. (iib) The Holder Relevant Creditor agrees that all indebtedness or obligation evidenced by the Subordinated Security this agreement or instrument will be unsecured by any Lien upon or with respect to any property of the ObligorCompany, and that the Relevant Creditor will not permit to subsist any Liens upon its claim in respect of or upon the proceeds of the indebtedness represented by this agreement or instrument. (iiic) The Holder Relevant Creditor agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security this agreement or instrument except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security this agreement or instrument or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this AgreementSection 2.

Subordination May Not Be Impaired. (i) No right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security Notes shall in any way be prejudiced or impaired by any act or failure to act by the Obligor or by any such holder or the TrusteeAgent, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee Agent may have or be otherwise charged with. Neither the subordination of the Subordinated Security Notes as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (ii) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security Notes will be unsecured by any Charge (as defined in the Credit Agreement) or by any Lien (as defined in the Indenture) upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security Notes except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security Notes or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreement.

Subordination May Not Be Impaired. (i) No right of any present or future holder of any Guarantor Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor or by any such holder or part of the TrusteeGuarantor, or by any non-compliance act or failure to act, in good faith, by any such holder, or by any noncompliance by the Obligor Guarantor with the terms, provisions or and covenants hereinof this Indenture, regardless of any knowledge thereof which that any such holder or the Trustee may have or otherwise be otherwise charged with. Neither Without in any way limiting the subordination generality of the Subordinated Security as herein provided nor the rights of foregoing paragraph, the holders of Guarantor Senior Indebtedness with respect hereto shall be affected by to the Securities of any extensionseries may, renewal at any time and from time to time, without the consent of or modification notice to the Trustee or the Holders of Securities of such series, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article 18 or the obligations hereunder of the termsHolders of the Securities of such series to the holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or the granting of renew or alter, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any security in respect of, any manner such Guarantor Senior Indebtedness or any exercise instrument evidencing the same or non-exercise of any right, power or remedy with respect thereto. agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) The Holder agrees that all indebtedness sell, exchange, release or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or otherwise deal with respect to any property of the Obligor. pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) The Holder agrees not to exercise release any offset, compensation or counterclaim or similar right Person liable in respect of any manner for the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment collection of such indebtedness Guarantor Senior Indebtedness; and (iv) exercise or obligation is permitted refrain from exercising any rights against the Guarantor and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreement.any other Person. 105 114

Subordination May Not Be Impaired. (ia) No right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security this Intercompany Debt shall in any way be prejudiced or impaired or in any way affected by any act or failure to act by the Relevant Obligor or by any act or omission in good faith by any such holder or the Trustee, or by any non-compliance by the Relevant Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with, or by any other act, omission, matter or thing which, but for this Section 2.5, would prejudice, impair, reduce, release or otherwise affect the subordination. Neither the subordination of the Subordinated Security this Intercompany Debt as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the termsterms of, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (iib) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security this Intercompany Debt will be unsecured by any Lien upon or with respect to any property of the Relevant Obligor or any Obligor, and that the Holder will not permit to subsist any Liens upon its claim in respect of or upon the proceeds of this Intercompany Debt. (iiic) The Holder agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security this Intercompany Debt except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security this Intercompany Debt or the indebtedness or obligation which it evidences unless the assignee or acquiroracquirer, as the case may be, agrees to be bound by the terms of this AgreementSection 2. (d) The Holder waives any right it might have of first requiring any holder of Senior Indebtedness or the Trustee to proceed against or to enforce any other rights or Lien or claim for payment from any person before claiming the benefit of the subordination therein provided for.

Subordination May Not Be Impaired. (ia) No right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security this Intercompany Debt shall in any way be prejudiced or impaired or in any way affect by any act or failure to act by the Relevant Obligor or by any act or omission in good faith by any such holder or the Trustee, or by any non-compliance by the Relevant Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with, or by any other act, omission, matter or thing which, but for this Section 2.5, would prejudice, impair, reduce, release or otherwise affect the subordination. Neither the subordination of the Subordinated Security this Intercompany Debt as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the termsterms of, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (iib) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security this Intercompany Debt will be unsecured by any Lien upon or with respect to any property of the Relevant Obligor or any Obligor, and that the Holder will not permit to subsist any Liens upon its claim in respect of or upon the proceeds of this Intercompany Debt. (iiic) The Holder agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security this Intercompany Debt except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security this Intercompany Debt or the indebtedness or obligation which it evidences unless the assignee or acquiroracquirer, as the case may be, agrees to be bound by the terms of this AgreementSection 2. (d) The Holder waives any right it might have of first requiring any holder of Senior Indebtedness or the Trustee to proceed against or to enforce any other rights or Lien or claim for payment from any person before claiming the benefit of the subordination therein provided for.

Subordination May Not Be Impaired. (ia) No right of any present or future holder of any Senior Indebtedness of the Issuer to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor part of the Issuer or by any act or failure to act, in good faith, by any such holder or the Trusteeholder, or by any non-compliance noncompliance by the Obligor Issuer with the terms, provisions or and covenants hereinof this Indenture, regardless of any knowledge thereof which that any such holder or the Trustee may have or otherwise be otherwise charged with. Neither . (b) Without in any way limiting the subordination generality of the Subordinated Security as herein provided nor the rights of foregoing paragraph, the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the termsIssuer may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Subordinated Debt Securities, without incurring responsibility to the Holders of the Subordinated Debt Securities and without impairing or releasing the subordination provided in this Article Fifteen or the obligations hereunder of the Holders of the Subordinated Debt Securities to the holders of such Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or the granting of renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any security in respect of, any manner such Senior Indebtedness or any exercise instrument evidencing the same or non-exercise of any right, power or remedy with respect thereto. agreement under which such Senior Indebtedness is outstanding; (ii) The Holder agrees that all indebtedness sell, exchange, release or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or otherwise deal with respect to any property of the Obligor. pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) The Holder agrees not to exercise release any offset, compensation or counterclaim or similar right Person liable in respect of any manner for the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment collection of such indebtedness Senior Indebtedness; and (iv) exercise or obligation is permitted refrain from exercising any rights against the Issuer and will not assign any other Person. ARTICLE SIXTEEN MEETINGS OF HOLDERS OF SUBORDINATED DEBT SECURITIES SECTION 1601. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of Holders of Subordinated Debt Securities of such series may be called at any time and from time to time pursuant to this Article to make, give or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees take any Act provided by this Indenture to be bound made, given or taken by the terms Holders of this AgreementSubordinated Debt Securities of such series.

Subordination May Not Be Impaired. (i) No right of any present or future holder of any Senior Indebtedness of the Company or the Guarantor to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor or by any such holder part of the Company or the Trustee, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with. Neither the subordination of the Subordinated Security as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (ii) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquirorGuarantor, as the case may be, agrees or by any act or failure to be bound act, in good faith, by any such holder, or by any noncompliance by the Company or the Guarantor, as the case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company or the Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the holders of the Notes, without incurring responsibility to the holders of the Notes and without impairing or releasing the subordination provided in this Article Six or the obligations hereunder of the holders of the Notes to the holders of such Senior Indebtedness, do any one or more the following: (i) change the manner, place or terms of this Agreementpayment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or the Guarantor, as the case may be, and any other Person.

Subordination May Not Be Impaired. (ia) No right of any present or future holder of any Guarantor Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor part of the Guarantor or by any act or failure to act, in good faith, by any such holder or the Trusteeholder, or by any non-compliance noncompliance by the Obligor Guarantor with the terms, provisions or and covenants hereinof the Indenture, regardless of any knowledge thereof which that any such holder or the Trustee may have or otherwise be otherwise charged with. Neither . (b) Without in any way limiting the subordination generality of the foregoing paragraph, the holders of 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 Subordinated Notes, without incurring responsibility to the Holders of the Subordinated Security as herein Notes and without impairing or releasing the subordination provided nor in this article or the rights obligations hereunder of the Holders of the Subordinated Notes to the holders of such Guarantor Senior Indebtedness with respect hereto shall be affected by Indebtedness, do any extension, renewal one or modification more of the termsfollowing: (i) change the manner, place or terms of payment or extend the time of payment of, or the granting of renew or alter, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any security in respect of, any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or non-exercise of refrain from exercising or waive any right, power or remedy with respect theretorights against the Guarantor and any other Person. (iic) The Holder agrees that all indebtedness or obligation evidenced by Each present and future holder of Guarantor Senior Indebtedness shall be entitled to the Subordinated Security will be unsecured by any Lien upon or with respect to any property benefit of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms provisions of this Agreementarticle notwithstanding that such holder is not a party to this Indenture.

Subordination May Not Be Impaired. (i) No right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security Note shall in any way be prejudiced or impaired by any act or failure to act by the Obligor or by any such holder or the TrusteeAgent, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee Agent may have or be otherwise charged with. Neither the subordination of the Subordinated Security Note as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (ii) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security Note will be unsecured by any Charge (as defined in the Credit Agreement) or by any Lien (as defined in the Indenture) upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security Note except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security Note or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreement.

Subordination May Not Be Impaired. (i) No right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security shall in any way be prejudiced or impaired by any act or failure to act by the Obligor or by any such holder or the Trustee, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with. Neither the subordination of the Subordinated Security as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior ​ ​ Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto.. ​ (ii) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreement.

Subordination May Not Be Impaired. (ia) No right of the Trustee on behalf of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security this Note shall in any way be prejudiced or impaired by any act or failure to act by the Obligor Obligors or by any act or failure to act in good faith, by any such holder or the Trustee, or by any non-compliance by the Obligor Obligors with the terms, provisions or covenants herein, regardless of any knowledge thereof which that any such holder or the Trustee may have or be otherwise charged with. Neither the subordination of the Subordinated Security this Note as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (iib) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security this Note will be unsecured by any Lien upon or with respect to any property of the ObligorObligors, and that the Holder will not permit or allow to exist any Liens which secure this Note. (iiic) The Holder agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security this Note except to the extent payment of such indebtedness or obligation is permitted and will not assign assign, pledge, grant a security interest in or otherwise dispose of the Subordinated Security transfer this Note or the indebtedness or obligation which that it evidences unless the assignee or acquiror, as the case may be, transferee agrees to be bound by the terms of this AgreementSection 2.

Subordination May Not Be Impaired. (i) No right of any holder present or future Holder of any Guarantor Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor or by part of any such holder or the TrusteeGuarantor, or by any non-compliance act or failure to act, in good faith, by the Obligor any such Holder, or by any noncompliance by any Guarantor with the terms, provisions or and covenants hereinof this Indenture, regardless of any knowledge thereof which that any such holder or the Trustee Holder may have or otherwise be otherwise charged with. Neither Without in any way limiting the subordination generality of the Subordinated Security as herein provided nor foregoing paragraph, the rights Holders of the holders of Guarantor Senior Indebtedness with respect hereto shall be affected by to the Guaranteed Notes may, at any extensiontime and from time to time, renewal without the consent of or modification notice to the Trustee or the Holders of Guaranteed Notes, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article Eighteen or the obligations hereunder of the termsHolders of the Guaranteed Notes to the Holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or the granting of renew or alter, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any security in respect of, any manner such Guarantor Senior Indebtedness or any exercise instrument evidencing the same or non-exercise of any right, power or remedy with respect thereto. agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) The Holder agrees that all indebtedness sell, exchange, release or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or otherwise deal with respect to any property of the Obligor. pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) The Holder agrees not to exercise release any offset, compensation or counterclaim or similar right Person liable in respect of any manner for the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment collection of such indebtedness Guarantor Senior Indebtedness; and (iv) exercise or obligation is permitted refrain from exercising any rights against the Guarantors and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreementany other Person.

Subordination May Not Be Impaired. (i) No right of any present or future holder of any Senior Indebtedness of the Company or the Guarantor to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor or by any such holder part of the Company or the Trustee, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with. Neither the subordination of the Subordinated Security as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (ii) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquirorGuarantor, as the case may be, agrees or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company or the Guarantor, as the case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company or the Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article XIII or the obligations hereunder of the Holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or the Guarantor, as the case may be, and any other Person. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be bound by an original, but all such counterparts shall together constitute but one and the terms of this Agreementsame instrument.

Subordination May Not Be Impaired. (i) No right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security shall in any way be prejudiced or impaired by any act or failure to act by the Obligor or by any such holder or the Trustee, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with. Neither the subordination of the Subordinated Security as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-non- exercise of any right, power or remedy with respect thereto.. ​ ​ (ii) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreement.

Subordination May Not Be Impaired. (i) No right of any present or future holder of any Guarantor Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor or by any such holder or part of the TrusteeGuarantor, or by any non-compliance act or failure to act, in good faith, by any such holder, or by any noncompliance by the Obligor Guarantor with the terms, provisions or and covenants hereinof this Supplemental Indenture, regardless of any knowledge thereof which that any such holder or the Trustee may have or otherwise be otherwise charged with. Neither Without in any way limiting the subordination generality of the Subordinated Security as herein provided nor the rights of foregoing paragraph, the holders of Guarantor Senior Indebtedness with respect hereto shall be affected by may, at any extensiontime and from time to time, renewal without the consent of or modification notice to the Trustee or the Holders of Securities, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article III or the obligations hereunder of the termsHolders of the Securities to the holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or the granting of renew or alter, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any security in respect of, any manner such Guarantor Senior Indebtedness or any exercise instrument evidencing the same or non-exercise of any right, power or remedy with respect thereto. agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) The Holder agrees that all indebtedness sell, exchange, release or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or otherwise deal with respect to any property of the Obligor. pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) The Holder agrees not to exercise release any offset, compensation or counterclaim or similar right Person liable in respect of any manner for the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment collection of such indebtedness Guarantor Senior Indebtedness; and (iv) exercise or obligation is permitted refrain from exercising any rights against the Guarantor and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreementany other Person.

Subordination May Not Be Impaired. (i) No right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security Notes shall in any way be prejudiced or impaired by any act or failure to act by the Obligor or by any such holder or the Trustee, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with. Neither the subordination of the Subordinated Security Notes as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (ii) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security Notes will be unsecured by any Lien upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security Notes except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security Notes or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreement.

Subordination May Not Be Impaired. (ia) No right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security this agreement or instrument shall in any way be prejudiced or impaired by any act or failure to act by the Relevant Obligor or by any act or failure to act in good faith, by any such holder or the Trustee, or by any non-compliance by the Relevant Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with. Neither the subordination of the Subordinated Security indebtedness represented by this agreement or instrument as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (iia) The Holder Relevant Creditor agrees that all indebtedness or obligation evidenced by the Subordinated Security this agreement or instrument will be unsecured by any Lien upon or with respect to any property of the Relevant Obligor, and that the Relevant Creditor will not permit to subsist any Liens upon its claim in respect of or upon the proceeds of the indebtedness represented by this agreement or instrument. (iiib) The Holder Relevant Creditor agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security this agreement or instrument except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security this agreement or instrument or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this AgreementSection 2.

Subordination May Not Be Impaired. (ia) No To the extent permitted by law, no right of any holder of Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the this Deeply Subordinated Security Shareholder Indebtedness shall in any way be prejudiced or impaired or in any way affected by any act or failure to act by the Relevant Obligor or by any act or omission in good faith, by any such holder or the Trustee, or by any non-compliance by the Relevant Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with, or by any other act, omission, matter or thing which, but for this Section 2.5, would prejudice, impair, reduce, release or otherwise affect the subordination. Neither To the extent permitted by law, neither the subordination of the this Deeply Subordinated Security Shareholder Indebtedness as herein provided nor the rights of the holders of Senior Indebtedness Indebt- dness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (iib) The Holder agrees that all indebtedness or obligation evidenced by the this Deeply Subordinated Security Shareholder Indebtedness will be unsecured by any Lien upon or with respect to any property of the Relevant Obligor. (iiic) The Holder agrees not to exercise any offset, compensation offset or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the this Deeply Subordinated Security Shareholder Indebtedness except to the extent payment of such indebtedness is permitted. (d) The Holder waives any right it might have of first requiring any holder of Senior Indebtedness or obligation is permitted and will not assign the Trustee to proceed against or otherwise dispose to enforce any other rights or Lien or claim for payment from any person before claiming the benefit of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreementsubordination herein provided for.

Subordination May Not Be Impaired. (i) No right of any present or future holder of any Guarantor Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor or by any such holder or part of the TrusteeGuarantor, or by any non-compliance act or failure to act, in good faith, by any such holder, or by any noncompliance by the Obligor Guarantor with the terms, provisions or and covenants hereinof this Indenture, regardless of any knowledge thereof which that any such holder or the Trustee may have or otherwise be otherwise charged with. Neither Without in any way limiting the subordination generality of the Subordinated Security as herein provided nor the rights of foregoing paragraph, the holders of Guarantor Senior Indebtedness with respect hereto shall be affected by to the Securities of any extensionseries may, renewal at any time and from time to time, without the consent of or modification notice to the Trustee or the Holders of Securities of such series, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article 18 or the obligations hereunder of the termsHolders of the Securities of such series to the holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or the granting of renew or alter, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any security in respect of, any manner such Guarantor Senior Indebtedness or any exercise instrument evidencing the same or non-exercise of any right, power or remedy with respect thereto. agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) The Holder agrees that all indebtedness sell, exchange, release or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or otherwise deal with respect to any property of the Obligor. pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) The Holder agrees not to exercise release any offset, compensation or counterclaim or similar right Person liable in respect of any manner for the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment collection of such indebtedness Guarantor Senior Indebtedness; and (iv) exercise or obligation is permitted refrain from exercising any rights against the Guarantor and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms of this Agreement.any other Person. * * * 109

Subordination May Not Be Impaired. (ia) No right of any present or future holder of any Guarantor Senior Indebtedness to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor part of the Guarantor or by any act or failure to act, in good faith, by any such holder or the Trusteeholder, or by any non-compliance noncompliance by the Obligor Guarantor with the terms, provisions or and covenants hereinof this Indenture, regardless of any knowledge thereof which that any such holder or the Trustee may have or otherwise be otherwise charged with. Neither . (b) Without in any way limiting the subordination generality of the Subordinated Security as herein provided nor the rights of foregoing paragraph, the holders of Guarantor Senior Indebtedness with respect hereto shall be affected by may, at any extensiontime and from time to time, renewal without the consent of or modification notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article Fifteen or the obligations hereunder of the termsHolders to the holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or the granting of renew or alter, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any security in respect of, any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or non-exercise of refrain from exercising or waive any right, power or remedy with respect theretorights against the Guarantor and any other Person. (iic) The Holder agrees that all indebtedness or obligation evidenced by Each present and future holder of Guarantor Senior Indebtedness shall be entitled to the Subordinated Security will be unsecured by any Lien upon or with respect to any property benefit of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees to be bound by the terms provisions of this AgreementArticle Fifteen notwithstanding that such holder is not a party to this Indenture.

Subordination May Not Be Impaired. (ia) No right of any present or future holder of any Senior Indebtedness of the Guarantor to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor or by any such holder or part of the TrusteeGuarantor, or by any non-compliance act or failure to act, in good faith, by any such holder, or by any noncompliance by the Obligor Guarantor with the terms, provisions or and covenants hereinof this Indenture, regardless of any knowledge thereof which that any such holder or the Trustee may have or otherwise be otherwise charged with. Neither . (b) Without in any way limiting the subordination generality of the Subordinated Security as herein provided nor the rights of foregoing paragraph, the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the termsGuarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Guarantee endorsed on the Subordinated Debt Securities, without incurring responsibility to the Holders of the Guarantee endorsed on the Subordinated Debt Securities and without impairing or releasing the subordination provided in this Article Sixteen or the obligations hereunder of the Holders of the Guarantee endorsed on the Subordinated Debt Securities to the holders of such Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or the granting of renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any security in respect of, any manner such Senior Indebtedness or any exercise instrument evidencing the same or non-exercise of any right, power or remedy with respect thereto. agreement under which such Senior Indebtedness is outstanding; (ii) The Holder agrees that all indebtedness sell, exchange, release or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or otherwise deal with respect to any property of the Obligor. pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) The Holder agrees not to exercise release any offset, compensation or counterclaim or similar right Person liable in respect of any manner for the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment collection of such indebtedness Senior Indebtedness; and (iv) exercise or obligation is permitted refrain from exercising any rights against the Guarantor and will not assign any other Person. ARTICLE SEVENTEEN MEETINGS OF HOLDERS OF SUBORDINATED DEBT SECURITIES SECTION 1701. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of Holders of Subordinated Debt Securities of such series may be called at any time and from time to time pursuant to this Article to make, give or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquiror, as the case may be, agrees take any Act provided by this Indenture to be bound made, given or taken by the terms Holders of this AgreementSubordinated Debt Securities of such series.

Subordination May Not Be Impaired. (i) No right of any present or future holder of any Senior Indebtedness of the Company or the Guarantor to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor or by any such holder part of the Company or the Trustee, or by any non-compliance by the Obligor with the terms, provisions or covenants herein, regardless of any knowledge thereof which any such holder or the Trustee may have or be otherwise charged with. Neither the subordination of the Subordinated Security as herein provided nor the rights of the holders of Senior Indebtedness with respect hereto shall be affected by any extension, renewal or modification of the terms, or the granting of any security in respect of, any Senior Indebtedness or any exercise or non-exercise of any right, power or remedy with respect thereto. (ii) The Holder agrees that all indebtedness or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquirorGuarantor, as the case may be, agrees or by any act or failure to be bound act, in good faith, by any such holder, or by any noncompliance by the Company or the Guarantor, as the case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company or the Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the 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 Indebtedness, do any one or more of the following: (i) change the manner, place or terms of this Agreementpayment or extend the time of payment of, or renew or alter, Senior Indebtedness or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company or the Guarantor, as the case may be, and any other Person.

Subordination May Not Be Impaired. (ia) No right of any present or future holder of Senior Indebtedness any Secured Debt to enforce the subordination of indebtedness or obligation evidenced by the Subordinated Security as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act by on the Obligor part of the Company or by any act or failure to act, in good faith, by any such holder or the Trusteeholder, or by any non-compliance noncompliance by the Obligor Company with the terms, provisions or and covenants hereinof this Indenture, regardless of any knowledge thereof which any such holder or the Trustee may have or otherwise be otherwise charged with. Neither . (b) Without in any way limiting the subordination generality of the Subordinated Security as herein provided nor the rights of foregoing paragraph, the holders of Senior Indebtedness with respect hereto shall be affected by Secured Debt may, at any extensiontime and from time to time, renewal without the consent of or modification notice to the Trustee or the Holders of the termsNotes, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination provided in this Article 11 or the obligations hereunder of the Holders of the Notes to the holders of Secured Debt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or the granting of renew or alter, such Secured Debt, or otherwise amend or supplement in any security in respect of, any Senior Indebtedness manner such Secured Debt or any instrument evidencing the same or any agreement under which such Secured Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Secured Debt; (iii) release any Person liable in any manner for the collection of such Secured Debt; and (iv) exercise or non-exercise of refrain from exercising any right, power or remedy with respect theretorights against the Company and any other Person. (iic) The Holder agrees that all indebtedness subordination provisions of this Article 11 shall continue to be effective or obligation evidenced by the Subordinated Security will be unsecured by any Lien upon or with respect to any property of the Obligor. (iii) The Holder agrees not to exercise any offset, compensation or counterclaim or similar right in respect of the indebtedness or obligation evidenced by the Subordinated Security except to the extent payment of such indebtedness or obligation is permitted and will not assign or otherwise dispose of the Subordinated Security or the indebtedness or obligation which it evidences unless the assignee or acquirorreinstated, as the case may be, agrees if at any time payment and performance of the Secured Debt is, pursuant to applicable law, avoided, recovered, or rescinded or must otherwise be bound restored or returned by any holder of Secured Debt, whether as a "voidable preference," "fraudulent conveyance," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. (d) If, upon any proceeding referred to in Section 11.03, the Trustee does not file a claim in such proceeding prior to fifteen Business Days before the expiration of the time to file such claim, the holders of Secured Debt or their agent may file such claim on behalf of the Holders of the Notes. (e) The subordination provisions contained herein are solely for the benefit of the holders from time to time of Secured Debt and their representatives, assignees and beneficiaries and may not be rescinded, canceled, amended or modified in any way other than, as to any holder of Secured Debt, pursuant to an amendment or modification that is permitted by the terms of this Agreementdocumentation relating to the Secured Debt applicable to such holder.