Common use of Subordination May Not Be Impaired Clause in Contracts

Subordination May Not Be Impaired. No right of any present or future holder of any Senior and Subordinated Debt of 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 the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior and Subordinated Debt of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Junior Subordinated Debentures, without incurring responsibility to the Holders of the Junior Subordinated Debentures and without impairing or releasing the subordination provided in this Article XVI or the obligations hereunder of the Holders of the Junior Subordinated Debentures to the holders of such Senior and Subordinated Debt, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior and Subordinated Debt, or otherwise amend or supplement in any manner such Senior and Subordinated Debt or any instrument evidencing the same or any agreement under which such Senior and Subordinated Debt is outstanding; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior and Subordinated Debt; (c) release any Person liable in any manner for the collection of such Senior and Subordinated Debt; and (d) exercise or refrain from exercising any rights against the Company and any other Person. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

Subordination May Not Be Impaired. No right of any present or future holder of any Senior and Subordinated Debt Indebtedness of the Company or 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 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 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 and Subordinated Debt 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 Junior Subordinated DebenturesSecurities, without incurring responsibility to the Holders of the Junior Subordinated Debentures Securities and without impairing or releasing the subordination provided in this Article XVI or the obligations hereunder of the Holders of the Junior Subordinated Debentures Securities to the holders of such Senior and Subordinated DebtIndebtedness, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior and Subordinated Debt, Indebtedness or otherwise amend or supplement in any manner such Senior and Subordinated Debt Indebtedness or any instrument evidencing the same or any agreement under which such Senior and Subordinated Debt Indebtedness is outstanding; (bii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior and Subordinated DebtIndebtedness; (ciii) release any Person liable in any manner for the collection of such Senior and Subordinated DebtIndebtedness; and (div) exercise or refrain from exercising any rights against the Company or the Guarantor, as the case may be, and any other Person. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

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

Subordination May Not Be Impaired. No right of any present or future holder of any Guarantor Senior and Subordinated Debt of the Company 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 Guarantor, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Guarantor with the terms, provisions and covenants of this Supplemental Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior and Subordinated Debt of the Company Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Junior Subordinated DebenturesSecurities, without incurring responsibility to the such Holders of the Junior Subordinated Debentures and without impairing or releasing the subordination provided in this Article XVI III or the obligations hereunder of the Holders of the Junior Subordinated Debentures Securities to the holders of such Guarantor Senior and Subordinated DebtIndebtedness, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Guarantor Senior and Subordinated DebtIndebtedness, or otherwise amend or supplement in any manner such Guarantor Senior and Subordinated Debt Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior and Subordinated Debt Indebtedness is outstanding; (bii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior and Subordinated DebtIndebtedness; (ciii) release any Person liable in any manner for the collection of such Guarantor Senior and Subordinated DebtIndebtedness; and (div) exercise or refrain from exercising any rights against the Company Guarantor and any other Person. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

Subordination May Not Be Impaired. No right of any present or future holder of any Senior and Subordinated Debt of the Company 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 Company, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Company, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior and Subordinated Debt of the Company Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Junior Subordinated DebenturesSecurityholders, without incurring responsibility to the Holders of the Junior Subordinated Debentures Securityholders and without impairing or releasing the subordination provided in this Article XVI XV or the obligations hereunder of the Holders holders of the Junior Subordinated Debentures to the holders of such Senior and Subordinated DebtIndebtedness, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior and Subordinated DebtIndebtedness, or otherwise amend or supplement in any manner such Senior and Subordinated Debt Indebtedness or any instrument evidencing the same or any agreement under which such Senior and Subordinated Debt Indebtedness is outstanding; (bii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior and Subordinated DebtIndebtedness; (ciii) release any Person liable in any manner for the collection of such Senior and Subordinated DebtIndebtedness; and (div) exercise or refrain from exercising any rights against the Company Company, and any other Person. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANKEXHIBIT J LIBOR PERIOD SELECTION CONFIRMATION [Letterhead of Borrowers] [Date] JPMorgan Chase Bank, N.A. 000 Xxxxxx 6th Floor North Houston, Texas 77252 Attention: Xxxxxxx Xxxxxxxxx Ladies and Gentlemen: Reference is made to that certain Loan and Security Agreement, dated as of November 17, 2006 (the “Loan Agreement”), by and among HOMEBANC CORP. (“HB Corp.” and a “Borrower”) and HOMEBANC MORTGAGE CORPORATION (“HMC” and a “Borrower”, together with HB Corp., the “Borrowers”) and the Lenders party thereto from time to time and JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”). Any term defined in the Repurchase Agreement and used in this LIBOR Period Selection Confirmation shall have the meaning given to it in the Loan Agreement. This is a LIBOR Period Selection Confirmation made pursuant to Section 5 of the Loan Agreement, and confirms Borrowers’ telephonic notice of the LIBOR Period selected on ___________________________, 200__ by ______________________________ of Borrowers to ________________________________ of Administrative Agent at approximately ______ __.m., Houston (i.e., Central) time. In that telephonic notice, Borrowers selected the following LIBOR Period for the following Transaction: Effective Date of Selection Purchase Price LIBOR Period Borrowers hereby warrant and represent to Administrative Agent and the Lenders that:

Subordination May Not Be Impaired. No right of any present or future holder of any Senior and Subordinated Debt Indebtedness of the Company 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 the Company Guarantor, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company Guarantor, with the terms, provisions and covenants of this IndentureGuarantee Agreement, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior and Subordinated Debt Indebtedness of the Company Guarantor may, at any time and from time to time, without the consent of or notice to the Preferred Guarantee Trustee or the Holders of the Junior Subordinated DebenturesPreferred Securities, without incurring responsibility to the Holders of the Junior Subordinated Debentures Preferred Securities and without impairing or releasing the subordination provided in this Article XVI VI or the obligations hereunder of the Holders of the Junior Subordinated Debentures Preferred Securities to the holders of such Senior and Subordinated DebtIndebtedness, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior and Subordinated DebtIndebtedness, or otherwise amend or supplement in any manner such Senior and Subordinated Debt Indebtedness or any instrument evidencing the same or any agreement under which such Senior and Subordinated Debt Indebtedness is outstanding; (bii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior and Subordinated DebtIndebtedness; (ciii) release any Person liable in any manner for the collection of such Senior and Subordinated DebtIndebtedness; and (div) exercise or refrain from exercising any rights against the Company Guarantor and any other Person. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

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

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

Subordination May Not Be Impaired. No right of any present or future holder of any Guarantor Senior and Subordinated Debt of the Company 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 a Guarantor, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company such Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior and Subordinated Indebtedness with respect to the Debt Securities of the Company any series may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Junior Subordinated DebenturesDebt Securities of such series, without incurring responsibility to the such Holders of the Junior Subordinated Debentures and without impairing or releasing the subordination provided in this Article XVI XV or the obligations hereunder of the Holders of the Junior Subordinated Debentures Debt Securities of such series to the holders of such Guarantor Senior and Subordinated DebtIndebtedness, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Guarantor Senior and Subordinated DebtIndebtedness, or otherwise amend or supplement in any manner such Guarantor Senior and Subordinated Debt Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior and Subordinated Debt Indebtedness is outstanding; (bii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior and Subordinated DebtIndebtedness; (ciii) release any Person liable in any manner for the collection of such Guarantor Senior and Subordinated DebtIndebtedness; and (div) exercise or refrain from exercising any rights against the Company a Guarantor and any other Person. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.