Common use of Subordination Rights Not Impaired by Acts Clause in Contracts

Subordination Rights Not Impaired by Acts. or Omissions of a Guarantor or Holders of Guarantor Senior Debt. No right of any present or future holder of any Guarantor Senior Debt to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by such Guarantor with the terms, provisions and covenants of this Indenture, the Securities, or any other agreement or instrument regardless of any knowledge thereof any such holder may have or be otherwise charged with. Each Holder of any Securities, by his acceptance thereof, undertakes and agrees for the benefit of each holder of Guarantor Senior Debt to execute, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and from time to time without the consent of or notice to any Holder, without impairing or releasing any of the rights of any such holder of Guarantor Senior Debt hereunder, upon or without any terms or conditions and in whole or in part: (1) change the manner, place or terms of payment, or change or extend the time of payment of or increase the amount of, renew or alter, any Guarantor Senior Debt or any other liability of the Guarantors to such holder, any security therefor, or any 105 liability incurred directly or indirectly in respect thereof, and the provisions hereof shall apply to the Guarantor Senior Debt of such holder as so changed, extended, renewed or altered; (2) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or however securing, any Guarantor Senior Debt or any other liability of the Guarantors to such holder or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; (3) exercise or refrain from exercising any rights or remedies against the Guarantors or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property of the Guarantors or any other Person; (4) settle or compromise any Guarantor Senior Debt or any other liability of the Company to such holder or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Guarantors to creditors of the Guarantors other than such holder; and (5) apply any sums by whomsoever paid and however realized to any liability or liabilities of the Guarantors to such holder (other than in respect of the Guaranties or any liability or liabilities which rank pari passu or junior in right of payment to the Guaranties) regardless of what liability or liabilities of the Guarantors to such holder remain unpaid.

Subordination Rights Not Impaired by Acts. or Omissions of a Guarantor the ------------------------------------------------------------- Company or Holders of Guarantor Senior Debt. --------------------------------- No right of any present or future holder holders of any Guarantor Senior Debt to enforce subordination, subordination as provided herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any non-compliance noncompliance by such Guarantor the Company with the terms, provisions and covenants terms of this Indenture, the Securities, or any other agreement or instrument regardless of any knowledge thereof which any such holder may have or otherwise be otherwise charged with. Each Holder Without in any way limiting the generality of any Securitiesthe foregoing paragraph, by his acceptance thereof, undertakes and agrees for the benefit holders of each holder of Guarantor Senior Debt to executemay, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and from time to time time, without the consent of or notice to any Holderthe Trustee, without incurring responsibility to the Trustee or the Holders of the Securities and without impairing or releasing any the subordination provided in this Article Ten or the obligations hereunder of the rights Holders of the Securities to the holders of the Senior Debt, do any such holder one or more of Guarantor Senior Debt hereunder, upon or without any terms or conditions and in whole or in part: the following: (1i) change the manner, place or terms of payment, or change payment or extend the time of payment of or increase the amount of, or renew or alter, Senior Debt, or otherwise amend or supplement in any Guarantor manner Senior Debt or any other liability of the Guarantors to such holder, any security thereforDebt, or any 105 liability incurred directly instrument evidencing the same or indirectly in respect thereof, and the provisions hereof shall apply to the Guarantor any agreement under which Senior Debt of such holder as so changed, extended, renewed or altered; is outstanding; (2ii) sell, exchange, release, surrender, realize upon release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; (iii) release any Person liable in any manner for the payment or collection of Senior Debt; and in any order any property by whomsoever at any time pledged or mortgaged to secure, or however securing, any Guarantor Senior Debt or any other liability of the Guarantors to such holder or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; (3iv) exercise or refrain from exercising any rights or remedies against the Guarantors or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property of the Guarantors or Company and any other Person; (4) settle or compromise any Guarantor Senior Debt or any other liability of the Company to such holder or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Guarantors to creditors of the Guarantors other than such holder; and (5) apply any sums by whomsoever paid and however realized to any liability or liabilities of the Guarantors to such holder (other than in respect of the Guaranties or any liability or liabilities which rank pari passu or junior in right of payment to the Guaranties) regardless of what liability or liabilities of the Guarantors to such holder remain unpaid.

Subordination Rights Not Impaired by Acts. or Omissions of a Guarantor Company ----------------------------------------------------------------- or Holders of Guarantor Senior DebtIndebtedness. --------------------------------- No right of any present or future holder holders of any Guarantor Senior Debt 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 any Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by such Guarantor the Company with the terms, provisions and covenants of this Indenture, the Securities, or any other agreement or instrument regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Each Holder The holders of any SecuritiesSenior Indebtedness may extend, by his acceptance thereofrenew, undertakes and agrees for modify or amend the benefit of each holder of Guarantor Senior Debt to execute, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder terms of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and from time to time without the consent of or notice to any Holder, without impairing or releasing any of the rights of any such holder of Guarantor Senior Debt hereunder, upon or without any terms or conditions and in whole or in part: (1) change the manner, place or terms of payment, or change or extend the time of payment of or increase the amount of, renew or alter, any Guarantor Senior Debt or any other liability of the Guarantors to such holder, any security therefor, or any 105 liability incurred directly or indirectly in respect thereof, and the provisions hereof shall apply to the Guarantor Senior Debt of such holder as so changed, extended, renewed or altered; (2) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or however securing, any Guarantor Senior Debt or any other liability of the Guarantors to such holder or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; (3) exercise or refrain from exercising any rights or remedies against the Guarantors or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property of the Guarantors or any other Person; (4) settle or compromise any Guarantor Senior Debt or any other liability of the Company to such holder Indebtedness or any security therefortherefor and release, sell or exchange such security and otherwise deal freely with the Company, all without affecting the liabilities and obligations of the parties to this Indenture or the Holders. No provision in any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate supplemental indenture which affects the payment superior position of all or any part thereof the holders of the Senior Indebtedness shall be effective against the holders of the Senior Indebtedness unless the holders of such Senior Indebtedness (required pursuant to the payment terms of any liability (whether due or notsuch Senior Indebtedness to give such consent) of the Guarantors to creditors of the Guarantors other than such holder; and (5) apply any sums by whomsoever paid and however realized to any liability or liabilities of the Guarantors to such holder (other than in respect of the Guaranties or any liability or liabilities which rank pari passu or junior in right of payment to the Guaranties) regardless of what liability or liabilities of the Guarantors to such holder remain unpaidhave consented thereto.

Subordination Rights Not Impaired by Acts. or Omissions --------------------------------------------------------------------- of a Guarantor Borrower or Holders of Guarantor Senior DebtIndebtedness. No right rights of any present or --------------------------------------------- future holder holders of any Guarantor Senior Debt Indebtedness to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any an act or failure to act on the part of any Guarantor the Borrower or by any act or failure to act, act in good faith, faith by any such holder, or by any non-compliance noncompliance by such Guarantor the Borrower with Exhibit E the termsterms and provisions of the Subordinated Indebtedness, provisions and covenants of this Indenture, the Securities, or any other agreement or instrument regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Each Holder The holders of the Senior Indebtedness may, without in any Securities, by his acceptance thereof, undertakes and agrees for way affecting the benefit obligations of each the holder of Guarantor Senior Debt to executethe Subordinated Indebtedness with respect thereto, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and from time to time without the consent of or notice to any Holder, without impairing or releasing any of the rights of any such holder of Guarantor Senior Debt hereunder, upon or without any terms or conditions and in whole or in part: (1) their absolute discretion, change the manner, place or terms of paymentpayment of, or change or extend the time of payment of or increase the amount of, or renew or alter, any Guarantor Senior Debt Indebtedness, or amend, modify or supplement any agreement or instrument governing or evidencing such Senior Indebtedness or any other liability of the Guarantors document referred to such holder, any security therefortherein, or any 105 liability incurred directly or indirectly in respect thereof, and the provisions hereof shall apply to the Guarantor Senior Debt of such holder as so changed, extended, renewed or altered; (2) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or however securing, any Guarantor Senior Debt or any other liability of the Guarantors to such holder or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; (3) exercise or refrain from exercising any other of their rights under the Senior Indebtedness including, without limitation, the waiver of a default thereunder and the release of any collateral securing such Senior Indebtedness, all without notice to or remedies against consent from the Guarantors or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property holder of the Guarantors or any other Person; (4) settle or compromise any Guarantor Senior Debt or any other liability of the Company to such holder or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Guarantors to creditors of the Guarantors other than such holder; and (5) apply any sums by whomsoever paid and however realized to any liability or liabilities of the Guarantors to such holder (other than in respect of the Guaranties or any liability or liabilities which rank pari passu or junior in right of payment to the Guaranties) regardless of what liability or liabilities of the Guarantors to such holder remain unpaidSubordinated Indebtedness.

Subordination Rights Not Impaired by Acts. or Omissions of a Guarantor the Company, the Guarantors or Holders of Guarantor Senior Debt. No right of any present or future holder holders of any Guarantor Senior Debt to enforce subordination, subordination as provided herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any non-compliance noncompliance by such Guarantor with the terms, provisions and covenants terms of this Indenture, Indenture or the Securities, or any other agreement or instrument Guarantee regardless of any knowledge thereof which any such holder may have or otherwise be otherwise charged with. Each Holder Without in any way limiting the generality of any Securitiesthe foregoing paragraph, by his acceptance thereof, undertakes and agrees for the benefit of each holder holders of Guarantor Senior Debt to executemay, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and from time to time time, without the consent of or notice to any Holderthe Trustee or Holders, without incurring responsibility to the Trustee or the Holders of the Guarantees and without impairing or releasing any the subordination provided in this Article 13 or the obligations hereunder of the rights Holders of any such holder the Guarantees to the holders of the Guarantor Senior Debt hereunderDebt, upon do any one or without any terms or conditions and in whole or in part: more of the following: (1i) change the manner, place or terms of payment, or change payment or extend the time of payment of or increase the amount of, or renew or alter, Guarantor Senior Debt, or otherwise amend or supplement in any manner Guarantor Senior Debt, or any instrument evidencing the same or any agreement under which Guarantor Senior Debt or any other liability of the Guarantors to such holder, any security therefor, or any 105 liability incurred directly or indirectly in respect thereof, and the provisions hereof shall apply to the Guarantor Senior Debt of such holder as so changed, extended, renewed or altered; is outstanding; (2ii) sell, exchange, release, surrender, realize upon release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt; (iii) release any Person liable in any manner and in any order any property by whomsoever at any time pledged for the payment or mortgaged to secure, or however securing, any collection of Guarantor Senior Debt or any other liability of the Guarantors to such holder or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; Debt; and (3iv) exercise or refrain from exercising any rights or remedies against the Guarantors or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property of the Guarantors or Guarantor and any other Person; (4) settle or compromise any Guarantor Senior Debt or any other liability of the Company to such holder or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Guarantors to creditors of the Guarantors other than such holder; and (5) apply any sums by whomsoever paid and however realized to any liability or liabilities of the Guarantors to such holder (other than in respect of the Guaranties or any liability or liabilities which rank pari passu or junior in right of payment to the Guaranties) regardless of what liability or liabilities of the Guarantors to such holder remain unpaid.

Subordination Rights Not Impaired by Acts. or Omissions of a Guarantor the Subordinated Guarantors or Holders of Guarantor Senior DebtIndebtedness. No right of any present or future holder holders of any Guarantor Senior Debt Indebtedness to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor the Subordinated Guarantors or by any act or failure to act, in good faith, act by any such holder, or by any non-compliance noncompliance by such Guarantor the Subordinated Guarantors with the termsterms and provisions of the Subordinated Obligations, provisions and covenants of this Indenture, the Securities, or any other agreement or instrument regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Each Holder The holders of the Senior Indebtedness may, without in any Securities, by his acceptance thereof, undertakes and agrees for way affecting the benefit obligations of each the holder of Guarantor Senior Debt to executethe Subordinated Obligations with respect thereto, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and from time to time without the consent of or notice to any Holder, without impairing or releasing any of the rights of any such holder of Guarantor Senior Debt hereunder, upon or without any terms or conditions and in whole or in part: (1) their absolute discretion, change the manner, place or terms of paymentpayment of, or change or extend the time of payment of or increase the amount of, or renew or alter, any Guarantor Senior Debt Indebtedness, or amend, modify or supplement any agreement or instrument governing or evidencing such Senior Indebtedness or any other liability of the Guarantors document referred to such holder, any security therefortherein, or any 105 liability incurred directly or indirectly in respect thereof, and the provisions hereof shall apply to the Guarantor Senior Debt of such holder as so changed, extended, renewed or altered; (2) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or however securing, any Guarantor Senior Debt or any other liability of the Guarantors to such holder or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; (3) exercise or refrain from exercising any other of their rights under the Senior Indebtedness including, without limitation, the waiver of default thereunder and the release of any collateral securing such Senior Indebtedness, all without notice to or remedies against assent from the Guarantors or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property holder of the Guarantors or any other Person; (4) settle or compromise any Guarantor Senior Debt or any other liability of the Company to such holder or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Guarantors to creditors of the Guarantors other than such holder; and (5) apply any sums by whomsoever paid and however realized to any liability or liabilities of the Guarantors to such holder (other than in respect of the Guaranties or any liability or liabilities which rank pari passu or junior in right of payment to the Guaranties) regardless of what liability or liabilities of the Guarantors to such holder remain unpaidSubordinated Obligations.

Subordination Rights Not Impaired by Acts. or Omissions of a Guarantor Borrower or Holders of Guarantor Senior Debt. No right of any present or future holder of any Guarantor Senior Debt to enforce subordination, as herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor Borrower or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by such Guarantor the Borrower with the terms, provisions and covenants of this IndentureAgreement, the SecuritiesNote, or any other agreement or instrument regardless of any knowledge thereof any such holder may have or be otherwise charged with. Each Holder of any SecuritiesLender, by his its acceptance thereof, undertakes and agrees for the benefit of each holder of Guarantor Senior Debt to execute, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty Note and to effectuate the full benefit of the subordination contained in this Article XIV; Section 9, and upon failure of any Holder of any Security Lender so to do, any such holder of Guarantor Senior Debt debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security Lender to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without Without limiting the effect of the first paragraph of this Section 14.89.8, any holder of Guarantor Senior Debt may at any time and from time to time without the consent of or notice to any HolderLender, without impairing or releasing any of the rights of any such holder of Guarantor Senior Debt hereunder, upon or without any terms or conditions and in whole or in part: (1i) change the manner, place or terms of payment, or change or extend the time of payment of or increase the amount of, renew or alter, any Guarantor Senior Debt or any other liability of the Guarantors Borrower to such holder, any security therefor, or any 105 liability incurred directly or indirectly in respect thereof, and the provisions hereof shall apply to the Guarantor Senior Debt of such holder as so changed, extended, renewed or altered; (2ii) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or however securing, any Guarantor Senior Debt or any other liability of the Guarantors Borrower to such holder or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; (3iii) exercise or refrain from exercising any rights or remedies against the Guarantors Borrower or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property of the Guarantors Borrower or any other Person; (4iv) settle or compromise any Guarantor Senior Debt or any other liability of the Company Borrower to such holder or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Guarantors Borrower to creditors of the Guarantors Borrower other than such holder; and (5v) apply any sums by whomsoever paid and however realized realised to any liability or liabilities of the Guarantors Borrower to such holder (other than in respect of the Guaranties Note or any liability or liabilities which rank pari passu or junior in right of payment to the GuarantiesNote) regardless of what liability or liabilities of the Guarantors Borrower to such holder remain unpaid.

Subordination Rights Not Impaired by Acts. or Omissions ------------------------------------------------------ of a Guarantor Company or Holders of Guarantor Senior DebtIndebtedness. No right of any present or future holder -------------------------------------------- holders of any Guarantor Senior Debt Indebtedness to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor the Company or by any act or failure to act, act in good faith, faith by any such holder, or by any non-compliance noncompliance by such Guarantor the Company with the termsterms and provisions of the Note, provisions and covenants of this Indenture, the Securities, or any other agreement or instrument regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Each Holder The holders of the Senior Indebtedness may, without in any Securities, by his acceptance thereof, undertakes and agrees for way affecting the benefit obligations of each the holder of Guarantor Senior Debt to executethe Note with respect hereto, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and from time to time without the consent of or notice to any Holder, without impairing or releasing any of the rights of any such holder of Guarantor Senior Debt hereunder, upon or without any terms or conditions and in whole or in part: (1) their absolute discretion, change the manner, place or terms of paymentpayment of, or change or extend the time of payment of or increase the amount of, or renew or alter, any Guarantor Senior Debt Indebtedness or amend, modify or supplement any agreement or instrument governing or evidencing such Senior Indebtedness or any other liability of the Guarantors document referred to such holder, any security therefortherein, or any 105 liability incurred directly or indirectly in respect thereof, and the provisions hereof shall apply to the Guarantor Senior Debt of such holder as so changed, extended, renewed or altered; (2) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or however securing, any Guarantor Senior Debt or any other liability of the Guarantors to such holder or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; (3) exercise or refrain from exercising any other of their rights under the Senior Indebtedness including, without limitation, the waiver of default thereunder and the release of any collateral securing such Senior Indebtedness, all without notice to or remedies against assent from the Guarantors or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property holder of the Guarantors or any other Person; (4) settle or compromise any Guarantor Senior Debt or any other liability of the Company to such holder or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Guarantors to creditors of the Guarantors other than such holder; and (5) apply any sums by whomsoever paid and however realized to any liability or liabilities of the Guarantors to such holder (other than in respect of the Guaranties or any liability or liabilities which rank pari passu or junior in right of payment to the Guaranties) regardless of what liability or liabilities of the Guarantors to such holder remain unpaidNote.

Subordination Rights Not Impaired by Acts. or Omissions ------------------------------------------------------ of a Guarantor Issuer or Holders of Guarantor Issuer Senior DebtIndebtedness. No right of any present or -------------------------------------------------- future holder holders of any Guarantor Issuer Senior Debt Indebtedness to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor the Issuer or by any act or failure to act, in good faith, by any such holder, or by any non-compliance noncompliance by such Guarantor the Issuer with the terms, provisions and covenants of this Indenture, the Securities, or any other agreement or instrument regardless of any knowledge thereof with which any such holder may have or be otherwise charged withcharged. Each Holder The holders of any Securities, by his acceptance thereof, undertakes and agrees for the benefit of each holder of Guarantor Issuer Senior Debt to execute, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt Indebtedness may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and from time to time without the consent of or notice to any Holder, without impairing or releasing any of the rights of any such holder of Guarantor Senior Debt hereunder, upon or without any terms or conditions and in whole or in part: (1) their absolute discretion, change the manner, place or terms of payment, or change or extend the time of payment of or increase the amount of, or renew or alter, any Guarantor such Issuer Senior Debt Indebtedness, or amend or supplement any other liability of the Guarantors instrument pursuant to which any such holderIssuer Senior Indebtedness is issued or by which it may be secured, or release any security therefor, or any 105 liability incurred directly or indirectly in respect thereof, and the provisions hereof shall apply to the Guarantor Senior Debt of such holder as so changed, extended, renewed or altered; (2) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or however securing, any Guarantor Senior Debt or any other liability of the Guarantors to such holder or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; (3) exercise or refrain from exercising any other of their rights under the Issuer Senior Indebtedness, including, without limitation, the waiver of default thereunder, all without notice to or remedies against assent from the Guarantors or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property holders of the Guarantors Securities or any other Person; (4) settle the Trustee and without affecting the obligations, the Trustee or compromise any Guarantor Senior Debt or any other liability the Holders of the Company to such holder or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Guarantors to creditors of the Guarantors other than such holder; and (5) apply any sums by whomsoever paid and however realized to any liability or liabilities of the Guarantors to such holder (other than in respect of the Guaranties or any liability or liabilities which rank pari passu or junior in right of payment to the Guaranties) regardless of what liability or liabilities of the Guarantors to such holder remain unpaidSecurities under this Article.

Subordination Rights Not Impaired by Acts. or Or Omissions of a Guarantor or Of The ------------------------------------------------------------- Company Or Holders of Guarantor Of Senior DebtIndebtedness. ----------------------------------------- No right of any present or future holder holders of any Guarantor Senior Debt Indebtedness to enforce subordination, subordination as herein provided, provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any non-compliance noncompliance by such Guarantor the Company with the terms, provisions and covenants of this Indenture, the Securities, or any other agreement or instrument regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Each Holder The holders of any SecuritiesSenior Indebtedness may, by his acceptance thereof, undertakes and agrees for the benefit of each holder of Guarantor Senior Debt to execute, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and from time to time without the consent of or notice to any Holder, without impairing or releasing any of the rights of any such holder of Guarantor Senior Debt hereunder, upon or without any terms or conditions and in whole or in part: (1) their absolute discretion, change the manner, place or terms of payment, or change or extend the time of payment of or increase the amount of, or renew or alter, any Guarantor such Senior Debt Indebtedness, or amend or supplement any other liability of the Guarantors instrument pursuant to which any such holderSenior Indebtedness is issued or by such it may be secured, or release any security therefor, or any 105 liability incurred directly or indirectly in respect thereof, and the provisions hereof shall apply to the Guarantor Senior Debt of such holder as so changed, extended, renewed or altered; (2) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or however securing, any Guarantor Senior Debt or any other liability of the Guarantors to such holder or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; (3) exercise or refrain from exercising any other of their rights under the Senior Indebtedness including, without limitation, the waiver of default thereunder, all without notice to or remedies against assent from the Guarantors or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property Holders of the Guarantors Securities or any other Person; (4) settle or compromise any Guarantor Senior Debt or any other liability the Trustee and without affecting the obligations of the Company to such holder Company, the Trustee or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) Holders of the Guarantors Securities under this Article. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to creditors of be an original, but all such counterparts shall together constitute but one and the Guarantors other than such holder; and (5) apply any sums by whomsoever paid and however realized to any liability or liabilities of the Guarantors to such holder (other than in respect of the Guaranties or any liability or liabilities which rank pari passu or junior in right of payment to the Guaranties) regardless of what liability or liabilities of the Guarantors to such holder remain unpaidsame instrument.

Subordination Rights Not Impaired by Acts. or Omissions ------------------------------------------------------ of a Guarantor the Guarantors or Holders of Guarantor Senior Debt. No right of any present ----------------------------------------------------- or future holder holders of any Guarantor Senior Debt to enforce subordination, subordination as provided herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any non-compliance noncompliance by such any Guarantor with the terms, provisions and covenants terms of this Indenture, the Securities, or any other agreement or instrument regardless of any knowledge thereof which any such holder may have or otherwise be otherwise charged with. Each Holder Without in any way limiting the generality of any Securitiesthe foregoing paragraph, by his acceptance thereof, undertakes and agrees for the benefit of each holder holders of Guarantor Senior Debt to executemay, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and from time to time time, without the consent of or notice to any Holderthe Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing any the subordination provided in this Article Twelve or the obligations hereunder of the rights of any such holder Holders to the holders of Guarantor Senior Debt hereunderDebt, upon do any one or without any terms or conditions and in whole or in part: more of the following: (1i) change the manner, place or terms of payment, or change payment or extend the time of payment of or increase the amount of, or renew or alter, Guarantor Senior Debt, or otherwise amend or supplement in any manner Guarantor Senior Debt, or any instrument evidencing the same or any agreement under which Guarantor Senior Debt or any other liability of the Guarantors to such holder, any security therefor, or any 105 liability incurred directly or indirectly in respect thereof, and the provisions hereof shall apply to the Guarantor Senior Debt of such holder as so changed, extended, renewed or altered; is outstanding; (2ii) sell, exchange, release, surrender, realize upon release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt; (iii) release any Person liable in any manner and in any order any property by whomsoever at any time pledged for the payment or mortgaged to secure, or however securing, any collection of Guarantor Senior Debt or any other liability of the Guarantors to such holder or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; Debt; and (3iv) exercise or refrain from exercising any rights or remedies against the Guarantors or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property of the Guarantors or and any other Person; (4) settle or compromise any Guarantor Senior Debt or any other liability of the Company to such holder or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Guarantors to creditors of the Guarantors other than such holder; and (5) apply any sums by whomsoever paid and however realized to any liability or liabilities of the Guarantors to such holder (other than in respect of the Guaranties or any liability or liabilities which rank pari passu or junior in right of payment to the Guaranties) regardless of what liability or liabilities of the Guarantors to such holder remain unpaid.

Subordination Rights Not Impaired by Acts. or Or Omissions of a Guarantor or Of The Company Or Holders of Guarantor Of Senior DebtIndebtedness. No right of any present or future holder of any Guarantor Senior Debt Indebtedness Parties to enforce subordination, subordination as provided herein provided, shall at any time in any way be prejudiced or impaired by by, and all agreements and obligations of the Holder and the Company hereunder, shall remain in full force and effect irrespective of: (a) any act or failure to act on the part of any Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any non-compliance noncompliance by such Guarantor the Company with the terms, provisions and covenants terms of this IndentureNote, the Securities, or any other agreement or instrument regardless of any knowledge thereof which any such holder may have or otherwise be otherwise charged with. Each Holder . (b) any lack of validity or enforceability of any Securitiesdocument evidencing Senior Indebtedness; (c) any change in the time, by his acceptance thereofmanner or place of payment of, undertakes and agrees for or any other term of, all or any of the benefit Senor Indebtedness, or any other amendment or waiver of each holder any consent to departure from any of Guarantor the documents evidencing or relating to the Senior Debt Indebtedness; (d) any exchange, release, or non-perfection of any collateral, or release or amendment or waiver of or consent to execute, verify, deliver and file departure from any proofs of claim, consents, assignments guaranty or other instruments that document for all or any of the Senior Indebtedness; (e) any failure of any holder of Guarantor Senior Debt may at Indebtedness to assert any time require in order claim or to prove and realize upon enforce any rights right or claims pertaining to remedy against any other party hereto under the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure provisions of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (document evidencing or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and from time to time without the consent of or notice relating to any Holder, without impairing or releasing any of the rights of any such holder of Guarantor Senior Debt hereunder, upon or without any terms or conditions and in whole or in part: (1) change the manner, place or terms of payment, or change or extend the time of payment of or increase the amount of, renew or alter, any Guarantor Senior Debt or any other liability of the Guarantors to such holder, any security therefor, or any 105 liability incurred directly or indirectly in respect thereof, and the provisions hereof shall apply to the Guarantor Senior Debt of such holder as so changed, extended, renewed or alteredIndebtedness; (2f) sellany reduction, exchangelimitation, impairment or termination of any Senior Indebtedness for any reason (other than indefeasible payment in full in cash of all Senior Indebtedness), including any claim of waiver, release, surrender, realize upon alteration or otherwise deal with in compromise, and shall not be subject to (and the Company and the Holder hereby waive any manner and in right to or claim of) any order any property defense or setoff, counterclaim, recoupment or termination whatsoever by whomsoever at any time pledged or mortgaged to securereason of invalidity, or however securingillegality, any Guarantor Senior Debt nongenuineness, irregularity, compromise, unenforceability of, or any other liability of the Guarantors to such holder event or occurrence affecting, any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; (3) exercise or refrain from exercising any rights or remedies against the Guarantors or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property of the Guarantors or any other Person; (4) settle or compromise any Guarantor Senior Debt or any other liability of the Company to such holder or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Guarantors to creditors of the Guarantors other than such holderIndebtedness; and (5g) apply any sums by whomsoever paid and however realized to any liability or liabilities of the Guarantors to such holder other circumstance which might otherwise constitute a defense (other than the defense of indefeasible payment in full in cash of all Senior Indebtedness) available to, or a discharge of, the Company in respect of any Senior Indebtedness or the Guaranties or Holder hereunder. The provisions of this Article 8 are intended to be for the benefit of, and shall be enforceable directly by, any liability or liabilities which rank pari passu or junior in right of payment to the Guaranties) regardless of what liability or liabilities of the Guarantors to such holder remain unpaidSenior Indebtedness Party.

Subordination Rights Not Impaired by Acts. or Omissions ------------------------------------------------------ of a Guarantor the Company, the Parent, the Guarantors or Holders of Guarantor Senior Debt. -------------------------------------------------------------------- No right of any present or future holder holders of any Guarantor Senior Debt to enforce subordination, as herein provided, subordination provisions contained in this Article XII shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company, the Parent or any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any non-compliance noncompliance by such the Company, the Parent or any Guarantor with the terms, provisions and covenants terms of this Indenture, the Securities, or any other agreement or instrument regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Each Holder The holders of Senior Debt may extend, renew, modify or amend the terms of the Senior Debt or any Securitiessecurity therefor and release, by his acceptance thereofsell or exchange such security and otherwise deal freely with the Company, undertakes the Parent and agrees the Guarantors, all without affecting the liabilities and obligations of the parties to this Indenture or the Holders. The subordination provisions contained in this Indenture are for the benefit of each holder of Guarantor Senior Debt to execute, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and holders from time to time without the consent of Senior Debt and may not be rescinded, cancelled, amended or notice to modified in any Holder, without impairing way other than any amendment or releasing any of modification that would not 101 adversely affect the rights of any such holder of Guarantor Senior Debt hereunder, upon or without any terms or conditions and in whole or in part: (1) change the manner, place or terms of payment, or change or extend the time of payment of or increase the amount of, renew or alter, any Guarantor Senior Debt or any other liability amendment or modification that is consented to by each holder of the Guarantors to such holder, any security therefor, or any 105 liability incurred directly or indirectly in respect thereof, and the Senior Debt that would be adversely affected thereby. The subordination provisions hereof shall apply continue to be effective or be reinstated, as the Guarantor Senior Debt of such holder as so changedcase may be, extended, renewed or altered; (2) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever if at any time pledged or mortgaged to secure, or however securing, any Guarantor Senior Debt or any other liability of the Guarantors to such holder or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; (3) exercise or refrain from exercising any rights or remedies against the Guarantors or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property of the Guarantors or any other Person; (4) settle or compromise any Guarantor Senior Debt or any other liability of the Company to such holder or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Guarantors to creditors Senior Debt is rescinded or must otherwise be returned by any holder of the Guarantors other than such holder; and (5) apply any sums by whomsoever paid and however realized to any liability Senior Debt upon the insolvency, bankruptcy, or liabilities reorganization of the Guarantors to such holder (other than in respect of Company, the Guaranties Parent or any liability Guarantor, or liabilities which rank pari passu or junior in right of otherwise, all as though such payment to the Guaranties) regardless of what liability or liabilities of the Guarantors to such holder remain unpaidhas not been made.

Subordination Rights Not Impaired by Acts. or Omissions of a Guarantor ---------------------------------------------------------- Subsidiary Guarantors or Holders of Guarantor Senior Debt----------------------------------------------------- Indebtedness. ------------ No right of any present or future holder holders of any Guarantor Senior Debt Indebtedness of a Subsidiary Guarantor to enforce subordination, subordination as provided herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any such Subsidiary Guarantor or by any act or failure to act, in good faith, act by any such holder, or by any non-compliance noncompliance by such Subsidiary Guarantor with the terms, provisions and covenants terms of this Indenture, the Securities, or any other agreement or instrument regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Each Holder Without in any way limiting the generality of any Securitiesthe preceding paragraph of this Section, by his acceptance thereof, undertakes and agrees for the benefit of each holder holders of Guarantor Senior Debt to executeIndebtedness may, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and from time to time time, without the consent of or notice to any Holderthe Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing any the subordination or other benefits provided in this Article, or the obligations hereunder of the rights Holders of any such holder the Securities to the holders of Guarantor Senior Debt hereunderIndebtedness, upon do any one or without any terms or conditions and in whole or in part: more of the following: (1) change the manner, place or terms of payment, or change payment or extend the time of payment of or increase the amount of, renew or renew, exchange, amend, increase or alter, any Guarantor Senior Debt Indebtedness or the term of any instrument evidencing the same or any other agreement under which Guarantor Senior Indebtedness is outstanding or any liability of the Guarantors to any obligor thereon (unless such holderchange, any security therefor, extension or any 105 liability incurred directly or indirectly alteration results in respect thereof, and the provisions hereof shall apply to the such Indebtedness no longer being Guarantor Senior Debt of such holder Indebtedness as so changed, extended, renewed or altered; defined in this Indenture); (2) sell, exchange, release, surrender, realize upon release or otherwise deal with any Property pledged, mortgaged or otherwise securing Guarantor Senior Indebtedness; (3) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or however securing, any for the collection of Guarantor Senior Debt or any other liability of the Guarantors to such holder or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; Indebtedness; and (34) exercise or refrain from exercising any rights or remedies against the Guarantors or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property of the Guarantors or Company and any other Person; (4) settle or compromise any Guarantor Senior Debt or any other liability of the Company to such holder or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Guarantors to creditors of the Guarantors other than such holder; and (5) apply any sums by whomsoever paid and however realized to any liability or liabilities of the Guarantors to such holder (other than in respect of the Guaranties or any liability or liabilities which rank pari passu or junior in right of payment to the Guaranties) regardless of what liability or liabilities of the Guarantors to such holder remain unpaid.

Subordination Rights Not Impaired by Acts. or Omissions ------------------------------------------------------ of a Guarantor the Company or Holders of Guarantor Senior DebtDebt . No right of any present or future holder ---------------------------------------- holders of any Guarantor Senior Debt to enforce subordination, subordination as provided herein provided, shall at any time in any way be prejudiced preju diced or impaired by any act or failure to act on the part of any Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any non-compliance noncompliance by such Guarantor the Company with the terms, provisions and covenants terms of this Indenture, the Securities, or any other agreement or instrument regardless of any knowledge thereof which any such holder may have or otherwise be otherwise charged with. Each Holder Without in any way limiting the generality of any Securitiesthe foregoing paragraph, by his acceptance thereof, undertakes and agrees for the benefit holders of each holder of Guarantor Senior Debt to executemay, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and from time to time time, without the consent of or notice to any Holderthe Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing any the subordination provided in this Article Ten or the obligations hereunder of the rights Holders to the holders of the Senior Debt, do any such holder one or more of Guarantor Senior Debt hereunder, upon or without any terms or conditions and in whole or in part: the following: (1i) change the manner, place or terms of payment, or change payment or extend the time of payment of or increase the amount of, or renew or alter, Senior Debt, or otherwise amend or supplement in any Guarantor manner Senior Debt or any other liability of the Guarantors to such holder, any security thereforDebt, or any 105 liability incurred directly instrument evidencing the same or indirectly in respect thereof, and the provisions hereof shall apply to the Guarantor any agreement under which Senior Debt of such holder as so changed, extended, renewed or altered; is outstanding; (2ii) sell, exchange, release, surrender, realize upon release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; (iii) release any Person liable in any manner for the payment or collection of Senior Debt; and in any order any property by whomsoever at any time pledged or mortgaged to secure, or however securing, any Guarantor Senior Debt or any other liability of the Guarantors to such holder or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; (3iv) exercise or refrain from exercising any rights or remedies against the Guarantors or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property of the Guarantors or Company and any other Person; (4) settle or compromise any Guarantor Senior Debt or any other liability of the Company to such holder or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Guarantors to creditors of the Guarantors other than such holder; and (5) apply any sums by whomsoever paid and however realized to any liability or liabilities of the Guarantors to such holder (other than in respect of the Guaranties or any liability or liabilities which rank pari passu or junior in right of payment to the Guaranties) regardless of what liability or liabilities of the Guarantors to such holder remain unpaid.

Subordination Rights Not Impaired by Acts. or Omissions of a Guarantor the Borrower, the Company or Holders of Guarantor Senior Debt. Indebtedness. (a) No right of any present or future holder holders of any Guarantor Senior Debt Indebtedness to enforce subordination, the subordination provisions as provided herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor the Borrower or the Company; by any act or failure to act, in good faith, act by any such holder, ; by any act or failure to act by any other holder of the Senior Indebtedness; or by any non-compliance noncompliance by such Guarantor the Borrower or the Company with the termsterms hereof, provisions and covenants of this Indenture, the Securities, or any other agreement or instrument regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Each Holder of any SecuritiesThe Subordinated Lender shall not be released, nor shall the Subordinated Lender’s obligation hereunder be in anyway diminished, by his acceptance thereof, undertakes and agrees for the benefit of each holder of Guarantor Senior Debt to execute, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and from time to time without the consent of or notice to any Holder, without impairing or releasing any of the rights of any such holder of Guarantor Senior Debt hereunder, upon or without any terms or conditions and in whole or in part: following: (1i) change the manner, place or terms of payment, or change or extend the time of payment of or increase the amount of, renew or alter, any Guarantor Senior Debt or any other liability of the Guarantors to such holder, any security therefor, or any 105 liability incurred directly or indirectly in respect thereof, and the provisions hereof shall apply to the Guarantor Senior Debt of such holder as so changed, extended, renewed or altered; (2) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or however securing, any Guarantor Senior Debt or any other liability of the Guarantors to such holder or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; (3) exercise or refrain from exercising the failure to exercise by any Senior Lender of any rights or remedies conferred on it or them under the Senior Loan Documents hereunder or existing at law or otherwise, or against any Borrower Property or Company Property; (ii) the commencement of an action at law or the recovery of a judgment at law against the Guarantors Borrower, the Company or others or otherwise act or refrain from acting or any Obligor for any reason fail to file, record or otherwise perfect any security interest in or lien on any property the performance of the Guarantors Senior Indebtedness and the enforcement thereof through levy or execution or otherwise; (iii) the taking or institution or any other Person; (4) settle action or compromise any Guarantor Senior Debt proceeding against the Borrower, the Company or any other liability Obligor; (iv) any delay in taking, pursuing, or exercising any of the foregoing actions, rights, powers, or remedies (even though requested by Subordinated Lender) by any Senior Lender or anyone acting for any Senior Lender; (v) any lack of validity or enforceability of any Senior Loan Document; (vi) the release or non-perfection of any collateral securing the Senior Indebtedness; or (vii) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower, the Company to such holder or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Guarantors to creditors of the Guarantors other than such holder; and (5) apply any sums by whomsoever paid and however realized to any liability or liabilities of the Guarantors to such holder (other than Obligor in respect of the Guaranties Senior Indebtedness or Subordinated Lender in respect of this Agreement. (b) Without limiting the generality of the foregoing, and anything else contained herein to the contrary notwithstanding, any Senior Lender, from time to time, without prior notice to or the consent of the Subordinated Lender, may take all or any of the following actions without in any manner affecting or impairing the obligation or liability of the Subordinated Lender hereunder: (i) obtain a Lien in any property to secure any of the Senior Indebtedness; (ii) obtain the primary and secondary liability of any party or liabilities which rank pari passu parties with respect to any of the Senior Indebtedness; (iii) renew, extend, or junior in right otherwise change the time for payment of payment the Senior Indebtedness or any installment thereof for any period, or change the interest rates and fees with respect to the GuarantiesSenior Indebtedness; (iv) regardless renew, reaffirm, extend, release or otherwise change any liability of what liability any nature of any Person, including any Obligor, with respect to the Senior Indebtedness; (v) exchange, enforce, waive, release, and apply any Borrower Property or liabilities Company Property and direct the order or manner of sale thereof as such Senior Lender may in its discretion determine; (vi) enforce its rights hereunder, whether or not such Senior Lender shall proceed against any other Person; (vii) exercise its rights to consent to any action or non-action of the Guarantors Borrower, the Company or any Obligor which may violate the covenants and agreements contained in the Senior Loan Documents, with or without consideration, on such terms and conditions as may be acceptable to such holder remain unpaidit; or (viii) exercise any of its rights conferred by the Senior Loan Documents or by law.

Subordination Rights Not Impaired by Acts. or Omissions of a Guarantor or the Guarantor, the Company, the Trustee, Holders of Guarantor Senior DebtIndebtedness or Securityholders. No right of any present or future holder of any Guarantor Senior Debt to enforce subordinationact, 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 any Guarantor or by any act or failure to act, of any holder of the Guarantor Senior Indebtedness or their respective representatives (including, without limitation, any action referred to in good faiththis Section 12.08), by the Guarantor, the Trustee, any such holder, Holder or by any non-compliance by such Guarantor other Person in accordance with the terms, covenants or the provisions and covenants of this Indenture, the Securities, or any other agreement or instrument Article 12 (regardless of any knowledge thereof which any such holder of the Guarantor Senior Indebtedness may have or otherwise be otherwise charged with. Each ) or any reorganization or similar proceeding with respect to the Guarantor shall affect the provisions of this Article 12, the obligations owed by the Guarantor, the Trustee or any Holder to the holders of any Securities, by his acceptance thereof, undertakes and agrees for the benefit of each holder of Guarantor Senior Debt to execute, verify, deliver and file any proofs Indebtedness under this Article 12 or the rights of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in Indebtedness under this Article XIV; 12. The Guarantor, the Trustee and upon failure each Holder hereby agree that the taking of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the effect of the first paragraph of this Section 14.8, any holder of Guarantor Senior Debt may at any time and from time to time without the consent of or notice to any Holder, without impairing or releasing any of the rights following actions, with or without notice, by the holders of any such holder of the Guarantor Senior Debt hereunderIndebtedness and their respective representatives, upon or without will not in any terms or conditions and in whole or in part: way affect the provisions of this Article 12: (1i) change changing the manner, place or terms of payment, payment or change or extend extending the time of payment of or increase the amount of, renew or alterrenewing or altering, any agreement or instrument creating, evidencing or governing any Guarantor Senior Debt Indebtedness, or consenting to any amendment or change of any terms of any such agreement or instrument, each as amended from time to time; (ii) granting extensions or renewals of any such agreement or instrument and any other liability of the Guarantors to such holder, any security thereforindulgence with respect thereto, or effecting any 105 liability incurred directly or indirectly in respect thereof, and the provisions hereof shall apply to the Guarantor Senior Debt of such holder as so changed, extended, renewed or altered; (2) sell, exchange, release, surrender, realize upon compromise or otherwise deal settlement with respect thereto; (iii) releasing any Person liable in any manner and in for the payment or collection of any order Guarantor Senior Indebtedness; (iv) substituting, exchanging or releasing or otherwise disposing of any property by whomsoever item of security at any time pledged or mortgaged to secure, or however securing, securing any Guarantor Senior Debt Indebtedness, whether or any other liability not the collateral, if any, received upon the exercise of such power shall be of a character or value the same as or different from the character or value of the Guarantors to such holder item of security released; (v) exercising or any other liabilities incurred directly or indirectly in respect thereof or hereof, or any offset against it; (3) exercise or refrain refraining from exercising any rights or remedies against the Guarantors or others or otherwise act or refrain from acting or for any reason fail to file, record or otherwise perfect any security interest in or lien on any property of the Guarantors Guarantor or any other Person; ; and (4vi) settle or compromise any Guarantor Senior Debt or taking any other liability action, or refraining from taking any action, that, in the absence of authority granted hereby, could have the effect of impairing, invalidating or rendering unenforceable, in whole or in part, or otherwise affecting, any of the Company to such holder or any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment provisions of all or any part thereof to the payment of any liability (whether due or not) of the Guarantors to creditors of the Guarantors other than such holder; and (5) apply any sums by whomsoever paid and however realized to any liability or liabilities of the Guarantors to such holder (other than in respect of the Guaranties or any liability or liabilities which rank pari passu or junior in right of payment to the Guaranties) regardless of what liability or liabilities of the Guarantors to such holder remain unpaidthis Article 12.