Common use of No Waiver of Subordination Provisions Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

No Waiver of Subordination Provisions. No right of any ------------------------------------- present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesSecurities of any series (or any Coupons appertaining thereto), without incurring responsibility to the Holders of the Securities of such series (or any Coupons appertaining thereto) and without impairing or releasing the subordination provided in this Article 15 or the obligations hereunder of the Holders of the Securities of such series (or any Coupons appertaining thereto) to the holders of Senior Debt of such Subsidiary Guarantor, Indebtedness do any one or more of the following: (ia) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, Indebtedness or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iiic) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary Guarantor; Indebtedness, and (ivd) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person.

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

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

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

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

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Partnership or the Guarantor (if the Securities are Guaranteed Securities) or by any act or failure to act, in good faith, by any such holderholder or any representative or trustee therefor, or by any noncompliance non-compliance by such Subsidiary the Partnership or the Guarantor (if the Securities are Guaranteed Securities) with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article Seventeen or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the collection of Senior Debt Indebtedness and settle or compromise Senior Indebtedness (which, to the extent so settled and compromised, shall be deemed to have been paid in full for all purposes hereof); (iv) apply any amounts received to any liability of such Subsidiary Guarantorthe Partnership owing to holders of Senior Indebtedness; and (ivv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Partnership and any other Person.

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

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

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

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Indebtedness or Guarantor Senior Indebtedness to enforce subordination as herein provided shall at any 108 time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Company or any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary the Company or any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Indebtedness or Guarantor Senior Indebtedness, as the case may be, may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Trustee or the Holders of the Securities and without impairing or releasing the subordination provided in this Article XIV or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness or Guarantor Senior Indebtedness, as the case may be, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorIndebtedness or Guarantor Senior Indebtedness, as the case may be, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Indebtedness or Guarantor Senior Indebtedness, as the case may be, or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Indebtedness or Guarantor Senior Indebtedness, as the case may be, is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness or any Guarantor Senior Indebtedness, as the case may be; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness or any Guarantor Senior Indebtedness, as the case may be; and (iv) exercise or refrain from exercising any rights against such Subsidiary the Company or any Guarantor and any other Person.

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

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

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

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

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

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act -77- or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) permit the Company to borrow, repay and then reborrow any or all of the Senior Indebtedness; (iii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iiiiv) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness; and (ivv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person; and (vi) apply any sums received by them to Senior Indebtedness.

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

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

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

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

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

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

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

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

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

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

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Indebtedness or Subsidiary Guarantor Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such the Company or any Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such the Company or any Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Indebtedness or Subsidiary Guarantor Senior Indebtedness, as the case may be, may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Trustee or the Holders of the Securities and without impairing or releasing the subordination provided in this Article Fourteen or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Indebtedness or Subsidiary GuarantorGuarantor Senior Indebtedness, as the case may be, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Indebtedness or Subsidiary GuarantorGuarantor Senior Indebtedness, as the case may be, or otherwise amend or supplement in any manner Senior Debt of such Indebtedness or Subsidiary Guarantor Senior Indebtedness, as the case may be, or any instrument evidencing the same or any agreement under which Senior Debt of such Indebtedness or Subsidiary Guarantor Senior Indebtedness, as the case may be, is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Indebtedness or any Subsidiary GuarantorGuarantor Senior Indebtedness, as the case may be; (iii) release any Person liable in any manner for the collection of Senior Debt of such Indebtedness 104 or any Subsidiary GuarantorGuarantor Senior Indebtedness, as the case may be; and (iv) exercise or refrain from exercising any rights against such the Company or any Subsidiary Guarantor and any other Person.

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

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

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

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

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, holder of any Senior Indebtedness or by any noncompliance non-compliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesNotes, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities Notes to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (ia) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, Indebtedness or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iiic) release any Person person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness; and (ivd) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Personperson. The provisions of this Article 13 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 is rescinded or must otherwise be returned by any holder of Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment had not been made.

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

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

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

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

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

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

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

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

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

No Waiver of Subordination Provisions. No right of any present ------------------------------------- or future holder of any Senior Debt of a Subsidiary Guarantor the Company or the Guarantors to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or the Guarantors or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company or the Guarantors with the terms, provisions and covenants of this IndentureAgreement, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor the Company or the Guarantors may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders holders of the SecuritiesObligations, without incurring responsibility to the Holders holders of the Securities Obligations and without impairing or releasing or otherwise affecting the subordination provided in this Article Section 12 or the obligations hereunder of the Holders holders of the Securities Obligations of the Company or the Guarantors to the holders of Senior Debt of such Subsidiary Guarantorthe Company or the Guarantors, do any one or more of the following: (ia) change amend the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of the Company or the Guarantors (provided that the Required Purchasers must consent to (i) any change -------- in the maturity of such Subsidiary GuarantorSenior Debt beyond one year of its stated maturity on the Closing Date, (ii) any increase in the interest rate payable on any tranche of such Senior Debt in excess of 300 basis points above the maximum interest rate applicable thereto on the Closing Date, (iii) any change that shortens the weighted average maturity of such Senior Debt by more than 25% of its weighted average maturity as of the Closing Date or (iv) any change that makes any representations, covenants or defaults contained in the Bank Loan Documents more restrictive, or otherwise amend creates new representations, covenants or supplement defaults (it being understood that waivers of existing covenants or defaults shall not be deemed to create a new covenant or default and the giving or making of a representation as set forth in the Bank Loan Documents as in effect on the date hereof, at a time not required by the Bank Loan Documents as in effect on the date hereof, shall not be deemed to create a new representation) that are not in the Bank Loan Documents as of the date hereof; provided that this clause (iv) shall not be -------- applicable to any manner Senior Debt representations, covenants or defaults that are (y) solely applicable to the Collateral or the security interest of the Agent or Banks therein or (y) offered to be added to this Agreement by the Company and consented to by the Agent (provided that with respect to dollar amounts or ratios referred to in such Subsidiary Guarantor representations, covenants or any instrument evidencing defaults contained or to be contained in Bank Loan Documents, when such representations, covenants or defaults are added herein such dollar amounts or ratios shall be increased by 20%) and, if requested by the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstandingPurchasers, are so added to this Agreement; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary Guarantorthe Company or the Guarantors; (iiic) release in whole or in part any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorDebt; and (ivd) exercise or refrain from exercising any rights against such Subsidiary Guarantor and the Company or the Guarantors or any other Person. The Company hereby covenants and agrees that it will offer to add to this Agreement any changes to or new representations, covenants or defaults referred to in clause (a)(iv) of the preceding sentence.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness with respect to the Corporation to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Corporation or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Corporation with the terms, provisions and covenants of this IndentureSupplemental Indenture No. 1, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing immediately preceding paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness with respect to the Corporation may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Series A Securities, without incurring responsibility to the Holders of the Series A Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Series A Securities to the holders of such Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, Indebtedness with respect to the Corporation or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness with respect to the Corporation or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness with respect to the Corporation is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness with respect to the Corporation; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness with respect to the Corporation; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Corporation and any other Person.

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

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesSecurities of any series (or any Coupons appertaining thereto), without incurring responsibility to the Holders of the Securities of such series (or any Coupons appertaining thereto) and without impairing or releasing the subordination provided in this Article 15 or the obligations hereunder of the Holders of the Securities of such series (or any Coupons appertaining thereto) to the holders of Senior Debt of such Subsidiary Guarantor, Indebtedness do any one or more of the following: (ia) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary Guarantor, Indebtedness or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iiic) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary Guarantor; Indebtedness, and (ivd) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person.

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

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

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

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

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

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesHolders, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article 16 or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew renew, exchange, increase or alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend amend, modify or supplement in any manner or waive any term relating to Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness or any security thereof or guarantee thereof is outstanding, including, without limitation, any modifications to interest rates or fees or dates of payment of interest, fees or principal or to financial or other covenants or events of default, as well as any release of any collateral, or other waiver or forbearance; (ii) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person; (v) apply any and all sums received from time to time to the Senior Indebtedness; provided that if any Senior Indebtedness is amended to provide that it shall be subordinated to any other Senior Indebtedness, such amended Senior Indebtedness shall no longer be considered Senior Indebtedness for purposes of this Indenture. The provisions of this Article 16 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Senior Indebtedness is rescinded or must otherwise be returned by the holder thereof upon the insolvency, bankruptcy or reorganization of the Company or otherwise, all as though such payment had not been made.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary the Additional Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary the Additional Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary the Additional Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraphparagraph (a) of this Section 16.7, the holders of Senior Debt of a Subsidiary the Additional Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the such Holders of the Securities and without impairing or releasing the subordination provided in this Article XVI or the obligations hereunder of the such Holders of the Securities to the holders of Senior Debt of such Subsidiary the Additional Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary the Additional Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary the Additional Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary the Additional Guarantor is outstanding; , (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary the Additional Guarantor; , (iii) release any Person liable in any manner for the collection payment of Senior Debt of such Subsidiary Guarantor; the Additional Guarantor and (iv) exercise or refrain from exercising any rights against such Subsidiary the Additional Guarantor and any other Person.

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

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Trust or the Corporation, as the case may be, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesSecurities or Coupons, without incurring responsibility to the Holders of the Securities or Coupons and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities or Coupons to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor 101 Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor and the Companies or any other Person.

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

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

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

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Trust or the Corporation, as the case may be, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesSecurities or Coupons, without incurring responsibility to the Holders of the Securities or Coupons and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities or Coupons to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor 100 Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor and the Companies or any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt Indebtedness or any present or future creditor in respect of a Subsidiary Guarantor any General Obligation to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing immediately preceding paragraph, the holders of Senior Debt Indebtedness and creditors in respect of a Subsidiary Guarantor General Obligations may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article Fourteen or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt Indebtedness and creditors in respect of such Subsidiary GuarantorGeneral Obligations, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorIndebtedness or General Obligations, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or General Obligations or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is Indebtedness or General Obligations are outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness or General Obligations; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness or General Obligations; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person. SECTION 14.08.

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

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company or any Junior Creditor with the terms, provisions and covenants of this IndentureAgreement, or amendment hereto, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesJunior Creditors, without incurring responsibility to the Holders of the Securities Junior Creditors and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorSection 13, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorIndebtedness, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) settle or compromise any such Senior Indebtedness or any other liability of any obligor of such Senior Indebtedness to such holder of any security therefor or any liability issued in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, payment of any of the Senior Indebtedness) in any manner or order, (v) fail to take or to record or otherwise perfect, for any reason or for no reason, any lien or security interest securing such Senior Indebtedness by whomsoever granted, exercise or delay in or refrain from exercising any rights against such Subsidiary Guarantor and any other Person.any

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

No Waiver of Subordination Provisions. No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor Obligations to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such any Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary any Guarantor or any Noteholder with the terms, provisions and covenants of this IndentureAgreement, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior Debt of a Subsidiary Guarantor may, Obligations may at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesNoteholders, without incurring responsibility to the Holders of the Securities Noteholders and without impairing or releasing the subordination or standstill provided in this Article Section 10 and Section 11 or the obligations hereunder of the Holders of the Securities Noteholders to the holders of Guarantor Senior Debt of such Subsidiary GuarantorObligations, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary GuarantorObligations, the Senior Obligations or otherwise amend or supplement in any manner Guarantor Senior Debt of such Subsidiary Guarantor Obligations, the Senior Obligations or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor is Obligations or the Senior Obligations are outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorObligations or the Senior Obligations; (iii) release any Person liable in any manner for the collection of Guarantor Senior Debt Obligations or the Senior Obligations; (iv) settle or compromise any such Guarantor Senior Obligations, the Senior Obligations or any other liability of any obligor of such Subsidiary GuarantorGuarantor Senior Obligations or the Senior Obligations to such holder of any security therefor or any liability issued in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, payment of any of the Guarantor Senior Obligations or the Senior Obligations) in any manner or order; (v) fail to take or to record or otherwise perfect, for any reason or for no reason, any lien or security interest securing such Guarantor Senior Obligations or the Senior Obligations by whomsoever granted, exercise or delay in or refrain from exercising any right or remedy against any obligor or any guarantor or any other Person, elect any remedy and otherwise deal freely with any obligor and any security for such Guarantor Senior Obligations, such Senior Obligations or any liability of any obligor to the holders of such Guarantor Senior Obligations, such Senior Obligations or any liability issued in respect of such Guarantor Senior Obligations or such Senior Obligations; and (ivvi) exercise or refrain from exercising any rights against such the Company, any Subsidiary Guarantor and or any other Person.

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

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

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such the Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such the Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder Holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor maySenior Indebtedness, as the case may be, at any time and from time to time, without the consent of or notice to the Trustee or of the Holders of the SecuritiesNotes, without incurring responsibility to the Trustee or the Holders of the Securities Notes and without impairing or releasing the subordination provided in this Article 9 or the obligations hereunder of the Holders of the Securities Notes to the holders of Subsidiary Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness, as the case may be, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alteralter Subsidiary Guarantor Senior Indebtedness, Senior Debt of such Subsidiary Guarantoras the case may be, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor Senior Indebtedness, as the case may be, or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Senior Indebtedness, as the case may be, is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Subsidiary Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; (iii) release any Person liable in any manner for the collection of Subsidiary Guarantor Senior Debt of such Subsidiary GuarantorIndebtedness; and (iv) exercise or refrain from exercising any rights against such the Subsidiary Guarantor and any other Person.

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

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

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

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

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

No Waiver of Subordination Provisions. No right of any present or future Agent under the Credit Agreement, holder of any Senior Debt of a Subsidiary Guarantor Indebtedness, or Representative thereof, to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, act by any such holderAgent under the Credit Agreement, holder or Representative thereof, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, Agreement or the Notes regardless of any knowledge thereof which any such Agent under the Credit Agreement, holder or Representative thereof may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Agent under the Credit Agreement and the holders of Senior Debt of a Subsidiary Guarantor Indebtedness or their Representative, if applicable, may, at any time and from time to time, time without the consent of or notice to the Trustee or the Holders holders of the SecuritiesNotes, without incurring responsibility to the Holders holders of the Securities Notes and without impairing or releasing the subordination and other benefits provided in this Article Section 7 or the obligations hereunder of the Holders holders of the Securities Notes to the holders of Senior Debt of such Subsidiary GuarantorIndebtedness, do any one or more of the following, all without notice to the holder of the Notes and even if any right of reimbursement or subrogation or other right or remedy of any holder of the Notes is affected, impaired or extinguished thereby: (i1) change the manner, place or terms of payment or change or extend the time of payment of, or renew renew, exchange, amend or alter, the terms of any Senior Debt Indebtedness, any security therefor or guaranty thereof or any liability of the Company or any guarantor to such Subsidiary Guarantorholder, or any liability incurred directly or indirectly in respect thereof, or otherwise amend amend, renew, exchange, modify or supplement in any manner Senior Debt of such Subsidiary Guarantor Indebtedness or any instrument evidencing or guaranteeing or securing the same or any agreement under which Senior Debt of such Subsidiary Guarantor Indebtedness is outstanding; (ii2) sell, exchange, release release, surrender, realize upon, enforce or otherwise deal with in any manner and any order any property pledged, mortgaged or otherwise securing Senior Debt Indebtedness or any liability of the Company or any guarantor to such Subsidiary Guarantorholder, or any liability incurred directly or indirectly in respect thereof; (iii3) release settle or compromise any Person liable Senior Indebtedness or any other liability of the Company or any guarantor of the Senior Indebtedness to such holder or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, Senior Indebtedness) in any manner for the collection of Senior Debt of such Subsidiary Guarantoror order; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor and any other Person.and

No Waiver of Subordination Provisions. No right of any present or future holder of any Company Senior Debt of a Subsidiary Indebtedness or Guarantor Indebtedness to enforce 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 such Subsidiary the Company or the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary the Company or the Guarantor with the terms, provisions and covenants of this Supplemental Indenture or the Base Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be otherwise charged with. Without in any way limiting the generality of the foregoing immediately preceding paragraph, the holders of Company Senior Debt of a Subsidiary Indebtedness and Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesBonds, without incurring responsibility to the Holders of the Securities Bonds and without impairing or releasing the subordination provided in this Article Section 9 or the obligations hereunder of the Holders of the Securities Bonds to the holders of Company Senior Debt of such Subsidiary GuarantorIndebtedness and Guarantor Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Company Senior Debt of such Subsidiary GuarantorIndebtedness and Guarantor Indebtedness, or otherwise amend or supplement in any manner Company Senior Debt of such Subsidiary Indebtedness and Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Company Senior Debt of such Subsidiary Indebtedness and Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Company Senior Debt of such Subsidiary GuarantorIndebtedness or Guarantor Indebtedness; (iii) release any Person liable in any manner for the collection of Company Senior Debt of such Subsidiary GuarantorIndebtedness and Guarantor Indebtedness; and (iv) exercise or refrain from exercising any rights against such Subsidiary the Company, the Guarantor and any other Person.

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

No Waiver of Subordination Provisions. (a) No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such any Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance non-compliance by such any Subsidiary Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with. (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section 12.08, the holders of Guarantor Senior Debt of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesNotes, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination provided in this Article Twelve or the obligations hereunder of the Holders of the Securities Notes to the holders of Guarantor Senior Debt of such Subsidiary GuarantorDebt, do any one or more of the following: (i1) change the manner, place place, terms or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary Guarantor, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorDebt; (iii3) release any Person liable in any manner for the collection or payment of Guarantor Senior Debt of such Subsidiary GuarantorDebt; and (iv4) exercise or refrain from exercising any rights against such the Subsidiary Guarantor Guarantors and any other Person. Section 12.09.

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

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders holders of the Securities, without incurring responsibility to the Holders holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders holders of the Securities to the holders of Senior Debt of such Subsidiary GuarantorDebt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorDebt, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorDebt; (iii) release any Person person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorDebt; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person.person. SECTION 1410. DEFEASANCE OF THIS ARTICLE FOURTEEN. The subordination of the Securities provided by this Article Fourteen is expressly made subject to the provisions for Defeasance or Covenant Defeasance in Article Thirteen hereof and, anything herein to the contrary notwithstanding, upon the effectiveness of any such Defeasance or Covenant Defeasance, the Securities then outstanding shall thereupon cease to be subordinated pursuant to this Article Fourteen. ARTICLE FIFTEEN

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

No Waiver of Subordination Provisions. No right of any present or future holder of any Guarantor Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary any Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary any Guarantor with the terms, provisions and covenants of this IndentureGuaranty, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Guarantor Senior Debt of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesLenders, without incurring responsibility to the Holders of the Securities Lenders and without impairing or releasing the subordination provided in this Article Section 6 or the obligations hereunder of the Holders of the Securities Lenders to the holders of Guarantor Senior Debt of such Subsidiary GuarantorDebt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Guarantor Senior Debt of such Subsidiary GuarantorDebt, or otherwise amend or supplement in any manner Guarantor Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Guarantor Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Guarantor Senior Debt of such Subsidiary GuarantorDebt; (iii) release any Person liable in any manner for the collection of Guarantor Senior Debt; (iv) settle or compromise any such Guarantor Senior Debt or any other liability of any obligor of such Subsidiary GuarantorGuarantor Senior Debt to such holder of any security therefor or any liability issued in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, payment of any of the Guarantor Senior Debt) in any manner or order; (v) fail to take or to record or otherwise perfect, for any reason or for no reason, any lien or security interest securing such Guarantor Senior Debt by whomsoever granted, exercise or delay in or refrain from exercising any right or remedy against any obligor or any guarantor or any other Person, elect any remedy and otherwise deal freely with any obligor and any security for such Guarantor Senior Debt or any liability of any obligor to the holders of such Guarantor Senior Debt or any liability issued in respect of such Guarantor Senior Debt; and (ivvi) exercise or refrain from exercising any rights against such Subsidiary any Guarantor and any other Person.

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

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

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

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor Obligations to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company or any Noteholder with the terms, provisions and covenants of this IndentureAgreement, regardless of any knowledge thereof any such holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor may, Obligations may at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesNoteholders, without incurring responsibility to the Holders of the Securities Noteholders and without impairing or releasing the subordination provided in this Article Section 11 or the obligations Obligations hereunder of the Holders of the Securities Note- holders to the holders of Senior Debt of such Subsidiary GuarantorObligations or Guarantor Senior Obligations, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorObligations or Guarantor Senior Obligations, or otherwise amend or supplement supplement, restate, replace, refinance, or otherwise modify in any manner the Senior Debt of such Subsidiary Obligations or Guarantor or Senior Obligations, any instrument evidencing the same or any agreement under which the Senior Debt of such Subsidiary Obligations or Guarantor is Senior Obligations are outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorObligations or Guarantor Senior Obligations; (iii) release any Person liable in any manner for the collection of Senior Debt Obligations or Guarantor Senior Obligations; (iv) settle or compromise any such Senior Obligations, the Guarantor Senior Obligations or any other liability of any obligor of such Subsidiary GuarantorSenior Obligations or Guarantor Senior Obligations to such holder of any security therefor or any liability issued in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including, without limitation, payment of any of the Senior Obligations or Guarantor Senior Obligations) in any manner or order; (v) fail to take or to record or otherwise perfect, for any reason or for no reason, any lien or security interest securing such Senior Obligations or such Guarantor Senior Obligations by whomsoever granted, exercise or delay in or refrain from exercising any right or remedy against any obligor or any guarantor or any other Person, elect any remedy and otherwise deal freely with any obligor and any security for such Senior Obligations, such Guarantor Senior Obligations, or any liability of any obligor to the holders of such Senior Obligations, such Guarantor Senior Obligations or any liability issued in respect of such Senior Obligations; and (ivvi) exercise or refrain from exercising any rights against such Subsidiary Guarantor and the Company, any Credit Party or any other Person.

No Waiver of Subordination Provisions. No right of any present or future holder of any Senior Debt of a Subsidiary Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary Guarantor the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Debt of a Subsidiary Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders holders of the Junior Subordinated Securities, without incurring responsibility to the Holders holders of the Junior Subordinated Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders holders of the Junior Subordinated Securities to the holders of Senior Debt of such Subsidiary GuarantorDebt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt of such Subsidiary GuarantorDebt, or otherwise amend or supplement in any manner Senior Debt of such Subsidiary Guarantor or any instrument evidencing the same or any agreement under which Senior Debt of such Subsidiary Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt of such Subsidiary GuarantorDebt; (iii) release any Person person liable in any manner for the collection of Senior Debt of such Subsidiary GuarantorDebt; and (iv) exercise or refrain from exercising any rights against such Subsidiary Guarantor the Company and any other Person.person. ------------------------- This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. In Witness Whereof, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. THE UNION LIGHT, HEAT AND POWER COMPANY By ------------------------ Xxxxx X. Xxxxxxxx Treasurer 86 DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee By ------------------------ [NAME] [TITLE]

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

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

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

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

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