Common use of Subordination May Not Be Impaired Clause in Contracts

Subordination May Not Be Impaired. No right of any present or future Holder of any 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 any Guarantor, or by any act or failure to act, in good faith, by any such Holder, or by any noncompliance by any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the Holders of Guarantor Senior Indebtedness with respect to the Guaranteed Notes may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of Guaranteed Notes, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article Eighteen or the obligations hereunder of the Holders of the Guaranteed Notes to the Holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantors and any other Person.

Subordination May Not Be Impaired. No right of any present or future Holder holder of any Guarantor Senior Indebtedness and Subordinated Debt of the Company to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor, the Company or by any act or failure to act, in good faith, by any such Holderholder, or by any noncompliance by any Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the Holders holders of Guarantor Senior Indebtedness with respect to and Subordinated Debt of the Guaranteed Notes Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of Guaranteed Notesthe Junior Subordinated Debentures, without incurring responsibility to such the Holders of the Junior Subordinated Debentures and without impairing or releasing the subordination provided in this Article Eighteen Sixteen or the obligations hereunder of the Holders of the Guaranteed Notes Junior Subordinated Debentures to the Holders holders of such Guarantor Senior Indebtednessand 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, such Guarantor Senior Indebtednessand Subordinated Debt, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness and Subordinated Debt or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness and Subordinated Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtednessand Subordinated Debt; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtednessand Subordinated Debt; and (iv) exercise or refrain from exercising any rights against the Guarantors Company and any other Person.. 45

Subordination May Not Be Impaired. No right of any present or future Holder holder of any 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 any a Guarantor, or by any act or failure to act, in good faith, by any such Holderholder, or by any noncompliance by any such Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the Holders holders of Guarantor Senior Indebtedness with respect to the Guaranteed Notes Debt Securities of any series may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of Guaranteed NotesDebt Securities of such series, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article Eighteen XV or the obligations hereunder of the Holders of the Guaranteed Notes Debt Securities of such series to the Holders holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantors a Guarantor and any other Person.

Subordination May Not Be Impaired. No right of any present or future Holder holder of any Guarantor Senior Indebtedness of 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 any the Guarantor, or by any act or failure to act, in good faith, by any such Holderholder, or by any noncompliance by any Guarantor the Guarantor, with the terms, provisions and covenants of this IndentureGuarantee Agreement, regardless of any knowledge thereof that any such Holder holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the Holders holders of Guarantor Senior Indebtedness with respect to of the Guaranteed Notes Guarantor may, at any time and from time to time, without the consent of or notice to the Preferred Guarantee Trustee or the Holders of Guaranteed Notesthe Preferred Securities, without incurring responsibility to such the Holders of the Preferred Securities and without impairing or releasing the subordination provided in this Article Eighteen VI or the obligations hereunder of the Holders of the Guaranteed Notes Preferred Securities to the Holders holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantors Guarantor and any other Person.

Subordination May Not Be Impaired. No right of any present or future Holder holder of any 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 any the Guarantor, or by any act or failure to act, in good faith, by any such Holderholder, or by any noncompliance by any the Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the Holders holders of Guarantor Senior Indebtedness with respect to the Guaranteed Notes Securities of any series may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of Guaranteed NotesSecurities of such series, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article Eighteen 18 or the obligations hereunder of the Holders of the Guaranteed Notes Securities of such series to the Holders holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantors Guarantor and any other Person.. 105 114

Subordination May Not Be Impaired. No right of any present or future Holder holder of any Guarantor Senior Indebtedness of the Company or the Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any the Company or the Guarantor, as the case may be, or by any act or failure to act, in good faith, by any such Holderholder, or by any noncompliance by any Guarantor the Company or the Guarantor, as the case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the Holders holders of Guarantor Senior Indebtedness with respect to of the Guaranteed Notes Company or the Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of Guaranteed Notesthe Securities, without incurring responsibility to such the Holders of the Securities and without impairing or releasing the subordination provided in this Article Eighteen or the obligations hereunder of the Holders of the Guaranteed Notes Securities to the Holders holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Guarantor Senior Indebtedness, Indebtedness or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantors Company or the Guarantor, as the case may be, and any other Person.

Subordination May Not Be Impaired. No right of any present or future Holder holder of any Guarantor Senior Indebtedness and Subordinated Debt of the Company to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to 58 act on the part of any Guarantor, the Company or by any act or failure to act, in good faith, by any such Holderholder, or by any noncompliance by any Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the Holders holders of Guarantor Senior Indebtedness with respect to and Subordinated Debt of the Guaranteed Notes Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of Guaranteed Notesthe Junior Subordinated Debentures, without incurring responsibility to such the Holders of the Junior Subordinated Debentures and without impairing or releasing the subordination provided in this Article Eighteen XVI or the obligations hereunder of the Holders of the Guaranteed Notes Junior Subordinated Debentures to the Holders holders of such Guarantor Senior Indebtednessand Subordinated Debt, 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, such Guarantor Senior Indebtednessand Subordinated Debt, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness and Subordinated Debt or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness and Subordinated Debt is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtednessand Subordinated Debt; (iiic) release any Person liable in any manner for the collection of such Guarantor Senior Indebtednessand Subordinated Debt; and (ivd) exercise or refrain from exercising any rights against the Guarantors Company and any other Person.. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

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

Subordination May Not Be Impaired. No right of any present or future Holder holder of any Guarantor Senior Indebtedness to enforce the subordination as herein of the Guarantee provided in this Article XVII shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any the Guarantor, or by any act or failure to act, in good faith, by any such Holderholder, or by any noncompliance by any Guarantor the Guarantor, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the Holders holders of Guarantor Senior Indebtedness with respect to the Guaranteed Notes may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of Guaranteed NotesSecurityholders, without incurring responsibility to such Holders the Securityholders and without impairing or releasing the subordination of the Guarantee provided in this Article Eighteen XVII or the obligations hereunder of the Holders holders of the Guaranteed Notes Debt Securities to the Holders holders of such 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, such Guarantor Senior Indebtedness, or otherwise amend amend, extend, increase, renew, restate, revise, supplement, or supplement otherwise modify in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iiic) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (ivd) exercise or refrain from exercising any rights against the Guarantors and Guarantor or any other Person. 70 Wilmington Trust Company, in its capacity as Trustee, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions herein above set forth.

Subordination May Not Be Impaired. No right of any present or future Holder holder of any Guarantor Senior Indebtedness of the Company or the Guarantor to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any the Company or the Guarantor, as the case may be, or by any act or failure to act, in good faith, by any such Holderholder, or by any noncompliance by any Guarantor the Company or the Guarantor, as the case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the Holders holders of Guarantor Senior Indebtedness with respect to of the Guaranteed Notes Company or the Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of Guaranteed Notesthe Securities, without incurring responsibility to such the Holders of the Securities and without impairing or releasing the subordination provided in this Article Eighteen XIII or the obligations hereunder of the Holders of the Guaranteed Notes Securities to the Holders holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Guarantor Senior Indebtedness, Indebtedness or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantors Company or the Guarantor, as the case may be, and any other Person. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Subordination May Not Be Impaired. No right of any present or future Holder holder of any 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 any the Guarantor, or by any act or failure to act, in good faith, by any such Holderholder, or by any noncompliance by any the Guarantor with the terms, provisions and covenants of this Supplemental Indenture, regardless of any knowledge thereof that any such Holder holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the Holders holders of Guarantor Senior Indebtedness with respect to the Guaranteed Notes may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of Guaranteed NotesSecurities, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article Eighteen III or the obligations hereunder of the Holders of the Guaranteed Notes Securities to the Holders holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantors Guarantor and any other Person.

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

Subordination May Not Be Impaired. No right of any present or future Holder holder of any 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 any the Guarantor, or by any act or failure to act, in good faith, by any such Holderholder, or by any noncompliance by any the Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the Holders holders of Guarantor Senior Indebtedness with respect to the Guaranteed Notes Securities of any series may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of Guaranteed NotesSecurities of such series, without incurring responsibility to such Holders and without impairing or releasing the subordination provided in this Article Eighteen 18 or the obligations hereunder of the Holders of the Guaranteed Notes Securities of such series to the Holders holders of such Guarantor Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Guarantor Senior Indebtedness, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Guarantors Guarantor and any other Person.. * * * 109

Subordination May Not Be Impaired. No right of any present or future Holder holder of any Guarantor Senior Indebtedness to enforce the subordination as herein of the Guarantee provided in this Article XVII shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any the Guarantor, or by any act or failure to act, in good faith, by any such Holderholder, or by any noncompliance by any Guarantor the Guarantor, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the Holders holders of Guarantor Senior Indebtedness with respect to the Guaranteed Notes may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of Guaranteed NotesSecurityholders, without incurring responsibility to such Holders the Securityholders and without impairing or releasing the subordination of the Guarantee provided in this Article Eighteen XVII or the obligations hereunder of the Holders holders of the Guaranteed Notes Debt Securities to the Holders holders of such 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, such Guarantor Senior Indebtedness, or otherwise amend amend, extend, increase, renew, restate, revise, supplement, or supplement otherwise modify in any manner such Guarantor Senior Indebtedness or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtedness; (iiic) release any Person liable in any manner for the collection of such Guarantor Senior Indebtedness; and (ivd) exercise or refrain from exercising any rights against the Guarantors and Guarantor or any other Person. Wilmington Trust Company, in its capacity as Trustee, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions herein above set forth.

Subordination May Not Be Impaired. No right of any present or future Holder holder of any Guarantor Senior Indebtedness or Other Financial Obligations of 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 any Guarantorthe Corporation, as the case may be, or by any act or failure to act, in good faith, by any such Holderholder, or by any noncompliance by any Guarantor the Corporation, as the case may be, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the Holders holders of Guarantor Senior Indebtedness with respect to or Other Financial Obligations of the Guaranteed Notes Corporation may, at any time and from time to time, without the consent of or notice to the Debt Trustee or the Holders of Guaranteed NotesSecurityholders, without incurring responsibility to such Holders the Securityholders and without impairing or releasing the subordination provided in this Article Eighteen Fifteen or the obligations hereunder of the Holders holders of the Guaranteed Notes Securities to the Holders holders of such Guarantor Senior IndebtednessIndebtedness or Other 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, such Guarantor Senior IndebtednessIndebtedness or Other Financial Obligations, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness or Other Financial Obligations or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness or Other Financial Obligations is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior IndebtednessIndebtedness or Other Financial Obligations; (iii) release any Person liable in any manner for the collection of such Guarantor Senior IndebtednessIndebtedness or Other Financial Obligations; and (iv) exercise or refrain from exercising any rights against the Guarantors Corporation, as the case may be, and any other Person. * * * * * The Debt Trustee hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Subordination May Not Be Impaired. No right of any present or future Holder holder of any Guarantor Senior Indebtedness and Subordinated Debt of the Company to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Guarantor, the Company or by any act or failure to act, in good faith, by any such Holderholder, or by any noncompliance by any Guarantor the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Holder holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the Holders holders of Guarantor Senior Indebtedness with respect to and Subordinated Debt of the Guaranteed Notes Company may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of Guaranteed Notesthe Junior Subordinated Debentures, without incurring responsibility to such the Holders of the Junior Subordinated Debentures and without impairing or releasing the subordination provided in this Article Eighteen XVI or the obligations hereunder of the Holders of the Guaranteed Notes Junior Subordinated Debentures to the Holders holders of such Guarantor Senior Indebtednessand Subordinated Debt, 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, such Guarantor Senior Indebtednessand Subordinated Debt, or otherwise amend or supplement in any manner such Guarantor Senior Indebtedness and Subordinated Debt or any instrument evidencing the same or any agreement under which such Guarantor Senior Indebtedness and Subordinated Debt is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Guarantor Senior Indebtednessand Subordinated Debt; (iiic) release any Person liable in any manner for the collection of such Guarantor Senior Indebtednessand Subordinated Debt; and (ivd) exercise or refrain from exercising any rights against the Guarantors Company and any other Person.. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK