Common use of Subordination Not Affected Clause in Contracts

Subordination Not Affected. Without the necessity of any reservation of rights against or any notice to or further assent by any Subordinated Creditor, (i) any demand for payment of any Senior Indebtedness made by the Senior Lender may be rescinded in whole or in part by the Senior Lender, (ii) the Senior Lender may exercise or refrain from exercising any rights and/or remedies against the Company and others, if any, liable under the Senior Indebtedness, and (iii) the Senior Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating to the Senior Indebtedness (including without limitation, the Loan Agreement and the other Loan Documents), or any collateral security therefor or guaranty thereof or other right of any nature with respect thereto, may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released by the Senior Lender, in any manner the Senior Lender deems in its best interests, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein. Without limiting the foregoing, the Subordinated Creditors waive any and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the Senior Indebtedness, the Loan Agreement or the other Loan Documents, and notice of or proof of reliance by the Senior Lender upon the subordination provided for herein. The Senior Indebtedness shall conclusively be deemed to have been created, contracted and incurred in reliance upon the provisions of this Agreement.

Subordination Not Affected. Without the necessity of any reservation of rights against or any notice to or further assent by any the Subordinated Creditor, (i) any demand for payment of any Senior Indebtedness made by the Senior Lender may be rescinded in whole or in part by the Senior Lender, (ii) the Senior Lender may exercise or refrain from exercising any rights and/or remedies against the Company and others, if any, liable under the Senior Indebtedness, and (iii) the Senior Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating to the Senior Indebtedness (including without limitation, the Loan Agreement and the other Loan Documents), or any collateral security therefor or guaranty thereof or other right of any nature with respect thereto, may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released by the Senior Lender, in any manner the Senior Lender deems in its best interests, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein. Without limiting the foregoing, the Subordinated Creditors waive Creditor waives any and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the Senior Indebtedness, the Loan Agreement or the other Loan Documents, and notice of or proof of reliance by the Senior Lender upon the subordination provided for herein. The Senior Indebtedness shall conclusively be deemed to have been created, contracted and incurred in reliance upon the provisions of this Agreement.

Subordination Not Affected. Without All rights and interests of the necessity Senior Creditor Representative and the Senior Creditors hereunder, and all agreements and obligations of any reservation of rights against or any notice to or further assent by any the Subordinated CreditorCreditor and the Borrower under this Agreement, shall remain in full force and effect irrespective of: (i) any demand lack of validity or enforceability of the Senior Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Debt or any other amendment or waiver of or any consent to any departure from the Senior Loan Documents, including, without limitation, any increase in the Senior Debt resulting from the extension of additional credit to the Borrower, any of its Subsidiaries or the MLP or otherwise; (iii) any taking, exchange, release or non perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Senior Debt; (iv) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Debt, or any manner of sale or other disposition of any collateral for all or any of the Senior Debt or any other assets of the Borrower, any of its Subsidiaries or the MLP; (v) any change, restructuring or termination of the corporate structure or existence of the Borrower, any of its Subsidiaries or the MLP; or (vi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or a subordinated creditor. The provisions of this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Indebtedness made Debt is rescinded or must otherwise be returned by the Senior Lender may be rescinded in whole Creditor Representative or in part by any Senior Creditor upon the Senior Lender, (ii) the Senior Lender may exercise or refrain from exercising any rights and/or remedies against the Company and others, if any, liable under the Senior Indebtedness, and (iii) the Senior Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating occurrence of a Proceeding with respect to the Senior Indebtedness (including without limitation, the Loan Agreement and the other Loan Documents), Borrower or any collateral security therefor or guaranty thereof or other right of any nature with respect thereto, may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released by the Senior Lender, in any manner the Senior Lender deems in its best interestsotherwise, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein. Without limiting the foregoing, the Subordinated Creditors waive any and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the Senior Indebtedness, the Loan Agreement or the other Loan Documents, and notice of or proof of reliance by the Senior Lender upon the subordination provided for herein. The Senior Indebtedness shall conclusively be deemed to have as though such payment had not been created, contracted and incurred in reliance upon the provisions of this Agreementmade.

Subordination Not Affected. Without the necessity of any reservation of rights against or any notice to or further assent by any the Subordinated Creditor, (i) any demand for payment of any Senior Indebtedness made by the Senior Lender Lenders may be rescinded in whole or in part by the Senior LenderLenders, (ii) the Senior Lender Lenders may exercise or refrain from exercising any rights and/or remedies against the Company and others, if any, liable under the Senior Indebtedness, and (iii) the Senior Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating to the Senior Indebtedness (including without limitation, the Loan Agreement Convertible Debentures and the other Loan Transaction Documents), or any collateral security therefor or guaranty thereof or other right of any nature with respect thereto, may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released by the Senior LenderLenders, in any manner the Senior Lender deems Lenders deem in its their best interests, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein. Without limiting the foregoing, the Subordinated Creditors waive Creditor waives any and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the Senior Indebtedness, the Loan Agreement Convertible Debentures or the other Loan Transaction Documents, and notice of or proof of reliance by the Senior Lender Lenders upon the subordination provided for herein. The Senior Indebtedness shall conclusively be deemed to have been created, contracted and incurred in reliance upon the provisions of this Agreement.

Subordination Not Affected. Without the necessity of any reservation of rights against or any notice to or further assent by any the Subordinated CreditorCreditors, (i) any demand for payment of any Senior Indebtedness Obligations made by the any holder of Senior Lender Obligations may be rescinded in whole or in part by the Senior Lendersuch holder, (ii) the holders of Senior Lender Obligations may exercise or refrain from exercising any rights and/or remedies against the Company Borrower and others, if any, liable under the Senior IndebtednessObligations, and (iii) the Senior Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating to the Senior Indebtedness Obligations (including without limitation, the Loan Agreement Credit Agreement, the Notes, the Security Documents and the other Loan Documents), or any collateral security therefor or guaranty thereof or other right of any nature with respect thereto, may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released by the Senior Lender, in any manner holders of the Senior Lender deems in its best interestsObligations, and any agreement or instrument evidencing, securing or otherwise relating to the Senior Obligations may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released by the holder thereof, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness Subordinate Liabilities to the Senior Indebtedness Obligations provided for herein; provided, that without the prior written consent of the Subordinated Creditors (including, for purposes of this Section, only Transferees who have complied with Section 6.1 hereof), the Senior Lenders shall not amend or otherwise modify any provision of the Senior Agreements to (i) expressly prohibit the Borrower from making payments in respect of the Subordinate Liabilities that, in each case, are permitted to be made under this Agreement; (ii) expressly prohibit the Borrower from making any amendments or modifications to the documents relating to the Subordinate Liabilities that are not prohibited hereby or by the Senior Agreements as in effect on the date hereof; (iii) to increase the stated applicable pre-default or post-default interest rate margin by more than 2.00% per annum above the respective stated margin set forth in the Senior Agreements as in effect on the date hereof; (iv) to extend any maturity date under the Senior Agreements (as in effect on the date hereof) more than sixty (60) days; (v) to increase the stated principal amount of the Senior Obligations to more than the principal amount set forth in the definition of Senior Obligations or (vi) to shorten the amortization period of the Loans under the Credit Agreement as in effect on the date hereof, except to the extent that the shortening of such period results solely from a change in the maturity date under the Senior Agreement. Without limiting the foregoing, the each Subordinated Creditors waive Creditor waives any and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the any Senior Indebtedness, the Loan Agreement or the other Loan DocumentsObligations, and notice of or proof of reliance by the holders of Senior Lender Obligations upon the subordination provided for herein. The Senior Indebtedness Obligations shall conclusively be deemed to have been created, contracted and or incurred in reliance upon the provisions of this Agreement.

Subordination Not Affected. Without The Lender may, at any time and from time to time, without the necessity consent of, or notice to, the Holder, without incurring liability to the Holder, and without impairing or releasing the obligations of any reservation the Holder under this Agreement, change the manner, place or terms of rights against payment or change the time of payment of, or extend, increase, renew, alter, waive, release or compromise the Lender Obligations or any notice security therefor, or amend or modify in any manner any agreement, note, guaranty or other instrument evidencing or securing or otherwise relating to or further assent by any Subordinated CreditorLender Obligations. All rights and interests of the Lender hereunder, and all agreements and obligations of the Holder and the Buyers under this Agreement shall remain in full force and effect irrespective of (i) any demand for payment lack of validity or enforceability of any Senior Indebtedness made by Lender Obligations or the Senior Lender may be rescinded Line Letter, the Note, the Guaranty or any other Loan Document, (ii) any change, restructuring or termination of the corporate structure or existence of any Buyer, (iii) any amendment or modification of or supplement to the Line Letter, the Note, the Guaranty or any Loan Document, (iv) the release, exchange, sale or surrender, in whole or in part by the Senior Lenderpart, (ii) the Senior Lender may exercise or refrain from exercising any rights and/or remedies against the Company and others, if any, liable under the Senior Indebtedness, and (iii) the Senior Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating to the Senior Indebtedness (including without limitation, the Loan Agreement and the other Loan Documents), or of any collateral security therefor hereafter existing for any Lender Obligations, (v) any exercise or guaranty thereof non-exercise of any right, power or remedy under or in respect of the Lender Obligations, (vi) any waiver, consent, release, indulgence or other right action with respect to Lender Obligations, or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Buyers or the Holder. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any nature with respect thereto, may of the Lender Obligations is rescinded or must otherwise be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released returned by the Senior Lender, in any manner the Senior Lender deems in its best interests, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein. Without limiting the foregoing, the Subordinated Creditors waive any and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the Senior Indebtedness, the Loan Agreement or the other Loan Documents, and notice of or proof of reliance by the Senior Lender upon the subordination provided for herein. The Senior Indebtedness shall conclusively be deemed to have insolvency, bankruptcy or reorganization of any Buyer or otherwise, all as though such payment had not been created, contracted and incurred in reliance upon the provisions of this Agreementmade.

Subordination Not Affected. Without The Agent may, at any time and from time to time, without the necessity consent of, or notice to, the Holder, without incurring liability to the Holder, and without impairing or releasing the obligations of any reservation the Holder under this Agreement, change the manner, place or terms of rights against payment or change the time of payment of, or extend, increase, renew, alter, waive, release or compromise the Lender Obligations or any notice security therefor, or amend or modify in any manner any agreement, note, guaranty or other instrument evidencing or securing or otherwise relating to or further assent by any Subordinated CreditorLender Obligations. All rights and interests of the Agent hereunder, and all agreements and obligations of the Holder and the Buyers under this Agreement shall remain in full force and effect irrespective of (i) any demand for payment lack of validity or enforceability of any Senior Indebtedness made by Lender Obligations or the Senior Lender may be rescinded Credit Agreement, the Note or any other Loan Document, (ii) any change, restructuring or termination of the corporate structure or existence of any Buyer, (iii) any amendment or modification of or supplement to the Credit Agreement, the Note or any Loan Document, (iv) the release, exchange, sale or surrender, in whole or in part by the Senior Lenderpart, (ii) the Senior Lender may exercise or refrain from exercising any rights and/or remedies against the Company and others, if any, liable under the Senior Indebtedness, and (iii) the Senior Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating to the Senior Indebtedness (including without limitation, the Loan Agreement and the other Loan Documents), or of any collateral security therefor hereafter existing for any Lender Obligations, (v) any exercise or guaranty thereof non-exercise of any right, power or remedy under or in respect of the Lender Obligations, (vi) any waiver, consent, release, indulgence or other right action with respect to Lender Obligations, or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Buyers or the Holder. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any nature with respect thereto, may of the Lender Obligations is rescinded or must otherwise be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released returned by the Senior LenderAgent upon the insolvency, in bankruptcy or reorganization of any manner the Senior Lender deems in its best interestsBuyer or otherwise, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein. Without limiting the foregoing, the Subordinated Creditors waive any and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the Senior Indebtedness, the Loan Agreement or the other Loan Documents, and notice of or proof of reliance by the Senior Lender upon the subordination provided for herein. The Senior Indebtedness shall conclusively be deemed to have as though such payment had not been created, contracted and incurred in reliance upon the provisions of this Agreementmade.

Subordination Not Affected. Without the necessity of any reservation of rights against or any notice to or further assent by any the Subordinated Creditor, (ia) any demand for payment of any Senior Indebtedness made by the Senior Lender may be rescinded in whole or in part by the Senior Lender, (iib) the Senior Lender may exercise or refrain from exercising any rights and/or remedies against the Company and others, if any, liable under the Senior Indebtedness, and (iiic) the Senior Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating to the Senior Indebtedness (including without limitation, the Loan Agreement and the other Loan Documents), or any collateral security therefor or guaranty thereof or other right of any nature with respect thereto, may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released by the Senior Lender, in any manner the Senior Lender deems in its best interests, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein. Without limiting the foregoing, the Subordinated Creditors waive Creditor waives any and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the Senior Indebtedness, the Loan Agreement or the other Loan Documents, and notice of or proof of reliance by the Senior Lender upon the subordination provided for herein. The Senior Indebtedness shall conclusively be deemed to have been created, contracted and incurred in reliance upon the provisions of this Agreement.

Subordination Not Affected. Without the necessity of any reservation of rights against or any notice to or further assent by any the Subordinated CreditorCreditors, (i) any demand for payment of any Senior Indebtedness Obligations made by the any holder of Senior Lender Obligations may be rescinded in whole or in part by such holder and any Senior Obligations may be continued, the holders of Senior Lender, (ii) the Senior Lender Obligations may exercise or refrain from exercising any rights and/or and remedies against the Company and others, if any, liable under the Senior Indebtedness, and (iii) the Senior Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating to the Senior Indebtedness (including without limitation, the Loan Agreement and the other Loan Documents)Obligations, or any collateral security therefor or guaranty thereof or other right of any nature offset with respect thereto, may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released by the Senior Lender, in any manner holders of the Senior Lender deems in its best interestsObligations, and any agreement or instrument evidencing, securing or otherwise relating to the Senior Obligations may be amended or modified, all without impairing, abridging, releasing or affecting in any manner the subordination provided for herein; provided that the holders of Senior Obligations shall not increase the stated principal amount of the Senior Obligations above seven million five hundred thousand Dollars ($7,500,000) in the aggregate or increase the rate of interest on the Senior Obligations above the maximum rate stated in the Loan Agreement (as in effect on the date hereof), or extend the maturities of the term loan portion of the Senior Obligations beyond [maturity date], without the prior written consent of the Subordinated Indebtedness to Creditors holding sixty-six and two-thirds percent (66 2/3%) in interest of the Senior Indebtedness provided for hereinprincipal amount of the Subordinate Liabilities then outstanding. Without limiting the foregoing, the Subordinated Creditors waive Each holder of Subordinate Liabilities waives any and all notice (except notices specifically provided for herein) of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release creation or modification of any nature of the Senior Indebtedness, the Loan Agreement or the other Loan Documents, Obligations and notice of or proof of reliance by the holders of Senior Lender Obligations upon the subordination provided for herein. The Senior Indebtedness Obligations shall conclusively be deemed to have been created, contracted and or incurred in reliance upon the provisions of this Agreement.

Subordination Not Affected. Without the necessity of any reservation of rights against or any notice to or further assent by any Subordinated CreditorLender, (i) any demand for payment of any Senior Indebtedness Obligations made by the any holder of Senior Lender Obligations may be rescinded in whole or in part by such holder and any Senior Obligations may be continued, the holders of Senior Lender, (ii) the Senior Lender Obligations may exercise or refrain from exercising any rights and/or remedies against the Company Borrower and others, if any, liable under the Senior IndebtednessObligations, and (iii) or any collateral security therefor or right of offset with respect thereto, the Senior Indebtedness and any agreement or instrument evidencing, securing, securing or otherwise relating to thereto (including, without limitation the Senior Indebtedness (including without limitation, the Loan Agreement and the Notes, the Security Documents and other Loan Documents), or any collateral security therefor or guaranty thereof or other right of any nature with respect thereto, Documents (as each such term is defined in the Senior Loan Agreement) may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released by the holders of the Senior LenderObligations, and any other agreement or instrument evidencing, securing or otherwise relating to the Senior Obligations may be amended or modified in any manner the Senior Lender deems in its best interestsinterest, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein. Without limiting the foregoing, the Subordinated Creditors waive Lender waives any and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the Senior Indebtedness, the Loan Agreement or the other Loan Documents, and notice of or proof of reliance by the holders of Senior Lender Obligations upon the subordination provided for herein. The Senior Indebtedness Obligations shall conclusively be deemed to have been created, contracted and or incurred in reliance upon the provisions of this AgreementArticle VI.

Subordination Not Affected. Without the necessity of any reservation of rights against or any notice to or further assent by any the Subordinated Creditor, (i) any demand for payment of any Senior Indebtedness made by the Senior Lender may be rescinded in whole or in part by the Senior Lender, (ii) the Senior Lender may exercise or refrain from exercising any rights and/or remedies against the Company and others, if any, liable under the Senior Indebtedness, and (iii) the Senior Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating to the Senior Indebtedness (including without limitation, the Loan Agreement and the other Loan Documents), or any collateral security therefor or guaranty thereof or other right of any nature with respect thereto, may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released by the Senior Lender, in any manner the Senior the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein Lender deems in its best interests, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for hereinmanner. Without limiting the foregoing, the Subordinated Creditors waive Creditor waives any and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the Senior Indebtedness, the Loan Agreement or the other Loan Documents, and notice of or proof of reliance by the Senior Lender upon the subordination provided for herein. The Senior Indebtedness shall conclusively be deemed to have been created, contracted and incurred in reliance upon the provisions of this Agreement.

Subordination Not Affected. Without All rights and interests of the necessity Senior Creditor Representative and the Senior Creditors hereunder, and all agreements and obligations of any reservation of rights against or any notice to or further assent by any the Subordinated CreditorCreditor and the Borrower under this Agreement, shall remain in full force and effect irrespective of: (i) any demand lack of validity or enforceability of the Senior Loan Documents; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Debt or any other amendment or waiver of or any consent to any departure from the Senior Loan Documents, including, without limitation, any increase in the Senior Debt resulting from the extension of additional credit to the Borrower, any of its Subsidiaries or the MLP or otherwise; EXHIBIT 4.1 ---------- (iii) any taking, exchange, release or non perfection of any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Senior Debt; (iv) any manner of application of collateral, or proceeds thereof, to all or any of the Senior Debt, or any manner of sale or other disposition of any collateral for all or any of the Senior Debt or any other assets of the Borrower, any of its Subsidiaries or the MLP; (v) any change, restructuring or termination of the corporate structure or existence of the Borrower, any of its Subsidiaries or the MLP; or (vi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or a subordinated creditor. The provisions of this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Indebtedness made Debt is rescinded or must otherwise be returned by the Senior Lender may be rescinded in whole Creditor Representative or in part by any Senior Creditor upon the Senior Lender, (ii) the Senior Lender may exercise or refrain from exercising any rights and/or remedies against the Company and others, if any, liable under the Senior Indebtedness, and (iii) the Senior Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating occurrence of a Proceeding with respect to the Senior Indebtedness (including without limitation, the Loan Agreement and the other Loan Documents), Borrower or any collateral security therefor or guaranty thereof or other right of any nature with respect thereto, may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released by the Senior Lender, in any manner the Senior Lender deems in its best interestsotherwise, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein. Without limiting the foregoing, the Subordinated Creditors waive any and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the Senior Indebtedness, the Loan Agreement or the other Loan Documents, and notice of or proof of reliance by the Senior Lender upon the subordination provided for herein. The Senior Indebtedness shall conclusively be deemed to have as though such payment had not been created, contracted and incurred in reliance upon the provisions of this Agreementmade.

Subordination Not Affected. Without the necessity of any reservation of rights against or any notice to or further assent by any Subordinated Creditor, (i) any demand for payment of any Senior Indebtedness made by the Senior Lender may be rescinded in whole or in part by the Senior Lender, (ii) the Senior Lender may exercise or refrain from exercising any rights and/or remedies against the Company and others, if any, liable under the Senior Indebtedness, and (iii) the Senior Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating to the Senior Indebtedness (including without limitation, the Loan Agreement and the other Loan Documents), or any collateral security therefor or guaranty thereof or other right of any nature with respect thereto, may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released by the Senior Lender, in any manner the Senior Lender deems in its best interests, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein. Without limiting the foregoing, the Subordinated Creditors waive Creditor waives any and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the Senior Indebtedness, the Loan Agreement or the other Loan Documents, and notice of or proof of reliance by the Senior Lender upon the subordination provided for herein. The Senior Indebtedness shall conclusively be deemed to have been created, contracted and incurred in reliance upon the provisions of this Agreement.

Subordination Not Affected. Without Etc. Nothing in this Agreement shall be construed as affecting or in any way limiting the necessity extension of new or additional financial accommodation by the Agent and the other members of the Lender Group to the Borrower and the terms and conditions hereof shall apply to such new and additional financial accommodations. Notwithstanding the preceding sentence or anything contained in this Agreement to the contrary, none of the provisions of this Agreement shall be deemed or construed to constitute a commitment or an obligation on the part of the Agent or any other member of the Lender Group to make any future loans, advances or other extensions of credit or financial accommodation to the Borrower. The Subordinated Lender understands and agrees that all accrued interest, charges, expenses, attorneys’ fees and other liabilities and obligations under the Loan Agreement shall constitute part of the Senior Debt, and nothing in this Agreement shall be construed as affecting or in any way limiting any indulgence granted by the Agent with respect to any existing, financial accommodation to the Borrower. The subordinations effected, and the rights created, hereby shall not be affected by (a) any amendment of or any addition of or supplement to any instrument, document or agreement relating to the Senior Debt, (b) any exercise or non-exercise of any reservation right; power or remedy under or in respect of rights against the Senior Debt or any notice to instrument, document or further assent by any Subordinated Creditoragreement relating thereto, (ic) any demand for payment of any Senior Indebtedness made by the Senior Lender may be rescinded release, sale, exchange or surrender, in whole or in part, of any part by of the Collateral or any additional collateral to which the Agent may become entitled, (d) any release of any guarantor of or pledgor securing the Senior LenderDebt or any security for such pledge or guaranty, or (iie) any waiver, consent, release, indulgence, extension, renewal, modification, delay or other action, inaction or omission in respect of the Senior Debt or any instrument, document or agreement relating thereto or any security therefor or pledge or guaranty thereof, whether or not the Subordinated Lender may exercise shall have had notice or refrain from exercising knowledge of any rights and/or remedies against of the Company foregoing and othersregardless of whether the Subordinated Lender shall have consented or objected thereto. Any provision of any document, if anyinstrument or agreement evidencing, liable under securing or otherwise relating to the Senior Indebtedness, and (iii) Subordinated Debt purporting to limit or restrict in any way the Senior Indebtedness and Borrower’s ability to enter into any agreement with the Agent to amend or modify any document, instrument or agreement evidencing, securing, securing or otherwise relating to the Senior Indebtedness (including without limitation, Debt shall be deemed of no force or effect until the Senior Debt has been repaid in full in cash or otherwise satisfied and the Commitments have been terminated or the Loan Agreement and the other Loan Documents), or any collateral security therefor or guaranty thereof or other right of any nature with respect thereto, may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released has otherwise been terminated by the Senior Lender, in any manner the Senior Lender deems in its best interests, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein. Without limiting the foregoing, the Subordinated Creditors waive any and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the Senior Indebtedness, the Loan Agreement or the other Loan Documents, and notice of or proof of reliance by the Senior Lender upon the subordination provided for herein. The Senior Indebtedness shall conclusively be deemed to have been created, contracted and incurred in reliance upon the provisions of this AgreementAgent.

Subordination Not Affected. Without the necessity of any reservation of rights against or any notice to or further assent by any the Junior Subordinated CreditorCreditors, (i) any demand for payment of any Senior Indebtedness Obligations made by the any holder of Senior Lender Obligations may be rescinded in whole or in part by the Senior Lendersuch holder, (ii) the holders of Senior Lender Obligations may exercise or refrain from exercising any rights and/or remedies against the Company and others, if any, liable under the Senior IndebtednessObligations, and (iii) the Senior Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating to the Senior Indebtedness Obligations (including without limitation, the Loan Agreement Senior Subordinated Debt Agreements and the other Loan DocumentsSenior Subordinated Notes), or any collateral security therefor or guaranty thereof or other right of any nature with respect thereto, may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released by the Senior Lender, in any manner holders of the Senior Lender deems in its best interestsObligations, and any agreement or instrument evidencing, securing or otherwise relating to the Senior Obligations may be amended, extended, modified, continued, accelerated, compromised, waived, surrendered or released by the holder thereof, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness Subordinate Liabilities to the Senior Indebtedness Obligations provided for herein; provided, that without the prior written consent of the Junior Subordinated Creditors (including, for purposes of this Section, only Transferees who have complied with Section 6.1 hereof), the Senior Subordinated Creditors shall not amend or otherwise modify any provision of the Senior Subordinated Debt Agreements to (i) expressly prohibit the Company from making payments in respect of the Subordinate Liabilities that, in each case, are permitted to be made under this Agreement; (ii) expressly prohibit the Company from making any amendments or modifications to the documents relating to the Subordinate Liabilities that are not prohibited hereby; (iii) increase the stated applicable pre-default or post-default interest rate margin by more than 2.00% per annum above the respective stated margin set forth in the Senior Subordinated Debt Agreements as in effect on the date hereof; or (iv) shorten the maturity of the Senior Subordinated Notes as in effect on the date hereof, except to the extent that the shortening of such maturity results solely from a change in the maturity date under the Senior Subordinated Debt Agreements. Without limiting the foregoing, the each Junior Subordinated Creditors waive Creditor waives any and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the any Senior Indebtedness, the Loan Agreement or the other Loan DocumentsObligations, and notice of or proof of reliance by the holders of Senior Lender Obligations upon the subordination provided for herein. The Senior Indebtedness Obligations shall conclusively be deemed to have been created, contracted and or incurred in reliance upon the provisions of this Agreement.

Subordination Not Affected. Without limiting the necessity generality of the foregoing Sections or any other term or provision of this Agreement, the Junior Lenders and the Junior Subordinated Lender covenant, agree and consent with respect to the Senior Obligations, Senior Loan Instruments and Senior Liens, that at any time, and from time to time: (a) the loans may be advanced, repaid and re-advanced from time to time under the Senior Loan Instruments, or the amount of the Senior Obligations, the rate of interest thereon, any other obligation thereunder or the credit availability may be increased or otherwise changed; (b) the time, manner, place and other terms and provisions of the payment or performance of any reservation one or more of rights against the Senior Obligations may be extended, modified, amended, restated or otherwise changed; (c) any partial or late payment, or any notice to or further assent by any Subordinated Creditor, (i) any demand for payment during the continuance of any default, respecting the Senior Indebtedness made Obligations may be accepted in whole or in part or rejected by the Senior Lender Lender; (d) subject to the terms of the Senior Loan Instruments, any Collateral may be rescinded sold, conveyed, assigned or otherwise realized upon, dealt with or disposed of in whole or in part by the Senior Lender, free and clear of the subordinate liens of the Junior Lenders and Junior Subordinated Lender; (iie) any mortgage or any security interest in any such collateral may be held without due recordation or other perfection by the Senior Lender may exercise (whether intentionally or refrain from exercising any rights and/or remedies against the Company and others, if any, liable under the Senior Indebtedness, and (iii) the Senior Indebtedness and any agreement or instrument evidencing, securing, or otherwise relating to the Senior Indebtedness (including without limitation, the Loan Agreement and the other Loan Documentsotherwise), or any collateral security therefor or guaranty thereof or other right of any nature with respect thereto, may be amendedrecorded or otherwise perfected by the Senior Lender at any time in any order, extendedor may be assigned, modifiedrealized, continuedsubordinated or otherwise impaired, accelerated, compromised, waived, surrendered dealt with or released otherwise disposed of in whole or in part by the Senior Lender; (f) any one or more payments, in any manner the Senior Lender deems in its best interests, all without impairing, abridging, releasing or affecting in any manner the subordination of the Subordinated Indebtedness to the Senior Indebtedness provided for herein. Without limiting the foregoing, the Subordinated Creditors waive any distributions and all notice of the creation, amendment, restatement, extension, acceleration, compromise, continuation, waiver, surrender, release or modification of any nature of the Senior Indebtedness, the Loan Agreement or the other Loan Documents, and notice of or proof of reliance proceeds received by the Senior Lender upon or any of its affiliates, custodians, participants and designees from or in respect of the Borrower, any guarantor, surety or pledgor or any other person or any collateral, if not expressly designated for or otherwise restricted to a particular obligation, may be applied in the discretion of the Senior Lender to the Senior Obligations or to other indebtedness or obligations (including interest) of the Borrower, any such guarantor, surety or pledgor or any other person owed to the Senior Lender or any of its affiliates; (g) the liability of any guarantor, surety, pledgor or other person to pay any and all of the Senior Obligations may be settled, subordinated, compromised or released, in whole or in part; (h) the respective rights of setoff of the Senior Lender and its affiliates, custodians, participants and designees may be exercised from time to time with respect to the Borrower of any guarantor, surety or pledgor, all without any notice to the Junior Lenders and Junior Subordinated Lender, without regard to the frequency thereof, and whether or not the relevant obligations shall then be matured. (i) any representation, warranty, covenant or other term or provision of the Senior Loan Instruments, in whole or in part, may be the subject of one or more waivers of applicability or consents to nonperformance, non-compliance or nonobservance from the Senior Lender, whether or not constituting defaults, or may be otherwise not exercised or enforced by the Senior Lender (whether intentionally or otherwise); (j) any of the Senior Loan Instruments, or any term or provision thereof, can be in whole or in part renewed, extended, supplemented, modified, amended, restated or otherwise changed in any respect by the respective parties thereto in the manner provided therein; (k) any one or more of the rights, powers, privileges, remedies and interests of the Senior Lender in and to the Senior Loan Instruments may be sold, conveyed, assigned or otherwise transferred in whole or in part (including participation or other undivided interests) to any other person; or (l) any other right, power, privilege, remedy or interest of the Senior Lender under the Senior Loan instruments and applicable law may be exercised or enforced by the Senior Lender or its designee, which exercise or enforcement may be delayed, discontinued or otherwise not pursued or exhausted for any reason or no whatsoever, or any such right, power, privilege, remedy or interest may be waived, omitted or otherwise not exercised or enforced (whether intentionally or otherwise); all without notice to or assent from the Junior Lenders or the Junior Subordinated Lender, as applicable, or any other party under this Agreement and all without affecting the subordination provided for herein. The Senior Indebtedness shall conclusively be deemed to have been created, contracted or other terms and incurred in reliance upon the provisions of this AgreementAgreement or any of the respective rights or obligations of the parties hereunder.