Common use of Subordination Rights Clause in Contracts

Subordination Rights. Not Impaired by Acts or Omissions of Subsidiary Guarantors or Holders of Guarantor Senior Indebtedness. No right of any present or future holders of any Guarantor Senior Indebtedness of a Subsidiary Guarantor to enforce subordination as provided herein 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 by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Without in any way limiting the generality of the preceding paragraph of this Section, the holders of 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 or other benefits provided in this Article, or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior Indebtedness, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase or alter, Guarantor Senior Indebtedness or the term of any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture); (b) sell, exchange, release or otherwise deal with any Property pledged, mortgaged or otherwise securing Guarantor Senior Indebtedness; (c) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the collection of Guarantor Senior Indebtedness; and (d) exercise or refrain from exercising any rights against the Company and any other Person.

Subordination Rights. Not Impaired by Acts or Omissions ------------------------------------------------------ of Subsidiary Guarantors or Holders of Guarantor Subsidiary ------------------------------------------------- Guarantors' Senior Indebtedness. ------------------------------- No right of any present or future holders of any Guarantor Subsidiary Guarantor's Senior Indebtedness of a Subsidiary Guarantor to enforce subordination as provided herein 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 act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms 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 preceding paragraph of this Sectionforegoing paragraph, the holders of Guarantor any Subsidiary Guarantor's Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee, without incurring responsibility to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination or other benefits provided in this Article, Article Twelve or the obligations hereunder of the Holders of the Securities Notes to the holders of Guarantor such Subsidiary Guarantor's Senior Indebtedness, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase renew or alter, Guarantor such Subsidiary Guarantor's Senior Indebtedness Indebtedness, or the term of otherwise amend or supplement in any manner such Subsidiary Guarantor's Senior Indebtedness, or any instrument evidencing the same or any agreement under which Guarantor such Subsidiary Guarantor's Senior Indebtedness is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture)outstanding; (bii) sell, exchange, release or otherwise deal with any Property property pledged, mortgaged or otherwise securing Guarantor such Subsidiary Guarantor's Senior Indebtedness; (ciii) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the payment or collection of Guarantor such Subsidiary Guarantor's Senior Indebtedness; and (div) exercise or refrain from exercising any rights against the Company such Subsidiary Guarantor and any other Person.

Subordination Rights. Not Impaired by Acts or Omissions of Subsidiary Guarantors Issuer or Holders of Guarantor Senior Indebtedness. No right rights of any present or future holders of any Guarantor Senior Indebtedness of a Subsidiary Guarantor to enforce subordination as provided herein 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 act, in good faith, by any such holder, holders or by any noncompliance by such Subsidiary Guarantor the Issuer with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Without in any way limiting the generality of the preceding paragraph of this Sectionforegoing paragraph, the holders of Guarantor Senior Indebtedness of 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 Subordinated Securities, without incurring responsibility to the Holders of the Subordinated Securities and without impairing or releasing the subordination or other benefits provided in this Article, Article Twelve or the obligations hereunder of the Holders of the Subordinated Securities to the holders of Guarantor such Senior Indebtedness, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase renew or alter, Guarantor such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or the term of any instrument evidencing the same or any agreement under which Guarantor such Senior Indebtedness is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture)outstanding; (bii) sell, exchange, release or otherwise deal with any Property property pledged, mortgaged or otherwise securing Guarantor such Senior Indebtedness; (ciii) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the collection of Guarantor for such Senior Indebtedness; and (div) exercise or refrain from exercising any rights against the Company Issuer, as the case may be, and any other Person.

Subordination Rights. Not Impaired by Acts or Omissions of Subsidiary Guarantors Issuer or Holders of Guarantor Senior Indebtedness. No right rights of any present or future holders of any Guarantor Senior Indebtedness of a Subsidiary Guarantor to enforce subordination as provided herein 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 act, in good faith, by any such holder, holders or by any noncompliance by such Subsidiary Guarantor the Issuer with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Without in any way limiting the generality of the preceding paragraph of this Sectionforegoing paragraph, the holders of Guarantor Senior Indebtedness of 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 Subordinated Securities, without incurring responsibility to the Holders of the Subordinated Securities and without impairing or releasing the subordination or other benefits provided in this Article, Article Twelve or the obligations hereunder of the Holders of the Subordinated Securities to the holders Holders of Guarantor such Senior Indebtedness, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase renew or alter, Guarantor such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or the term of any instrument evidencing the same or any agreement under which Guarantor such Senior Indebtedness is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture)outstanding; (bii) sell, exchange, release or otherwise deal with any Property property pledged, mortgaged or otherwise securing Guarantor such Senior Indebtedness; (ciii) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the collection of Guarantor for such Senior Indebtedness; and (div) exercise execised or refrain from exercising any rights against the Company Issuer, as the case may be, and any other Person.

Subordination Rights. Not Impaired by Acts or Omissions of Subsidiary Guarantors a Guarantor or Holders of Guarantor Senior IndebtednessDebt. No right of any present or future holders of any Guarantor Senior Indebtedness of a Subsidiary Guarantor Debt to enforce subordination as provided herein 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 act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms 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 preceding paragraph of this Sectionforegoing paragraph, the holders of Guarantor Senior Indebtedness Debt may, at any time and from time to time, without the consent of or notice to the Trustee, without incurring responsibility to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination or other benefits provided in this Article, Article Eleven or the obligations hereunder of the Holders of the Securities Notes to the holders of the Guarantor Senior IndebtednessDebt, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase renew or alter, Guarantor Senior Indebtedness Debt, or the term of otherwise amend or supplement in any manner Guarantor Senior Debt, or any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness Debt is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture)outstanding; (bii) sell, exchange, release or otherwise deal with any Property property pledged, mortgaged or otherwise securing Guarantor Senior IndebtednessDebt; (ciii) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person person liable in any manner for the payment or collection of Guarantor Senior IndebtednessDebt; and (div) exercise or refrain from exercising any rights against the Company such Guarantor and any other Personperson.

Subordination Rights. Not Impaired by Acts or Omissions of Subsidiary Guarantors the Company or Holders of Guarantor Senior Indebtednessthe New Credit Facility. ----------------------------------------------- No right of any present or future holders of any Guarantor Senior Indebtedness of a Subsidiary Guarantor Lender to enforce subordination as provided herein 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 act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company with the terms 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 preceding paragraph of this Sectionforegoing paragraph, the holders of Guarantor Senior Indebtedness Lender may, at any time and from time to time, without the consent of or notice to the Trustee, without incurring responsibility to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination or other benefits provided in this Article, Article Ten or the obligations hereunder of the Holders of the Securities Notes to the holders of Guarantor Senior IndebtednessLender, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase renew or alter, Guarantor Senior Indebtedness the New Credit Facility, or otherwise amend or supplement in any manner the term of New Credit Facility, or any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness the New Credit Facility is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture)outstanding; (bii) sell, exchange, release or otherwise deal with any Property property pledged, mortgaged or otherwise securing Guarantor Senior Indebtednessthe New Credit Facility; PROVIDED, that the Lender shall promptly deliver to the Trustee (unless otherwise directed in writing by the Trustee or by a court of competent jurisdiction) any proceeds remaining from the sale transfer or other disposition of the Security after the payment in full of the New Credit Facility or, if the Lender shall still be in possession of all or part of the Security after such repayment, the Security or such part thereof remaining, without representation or warranty on the part of the Lender; (ciii) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon add or release any Person liable in any manner for the payment or collection of Guarantor Senior Indebtednessthe New Credit Facility; and (div) exercise or refrain from exercising any rights against the Company and any other Person; (v) waive any default or event of default under the New Credit Facility; and (vi) increase or decrease the amount of Indebtedness or the rate of interest or the amount of any other charges payable in connection with the New Credit Facility. The Company, Trustee, and the Holders each hereby waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Article Ten and any action brought therefore by the Lender. To the fullest extent permitted by applicable law, the Company, Trustee, and Holders each hereby further waives: (A) presentment, demand, protest, notice of protest, notice of default or dishonor, notice of payment or nonpayment and any and all other notices and demands of any kind in connection with all negotiable instruments evidencing all or any portion of the Indebtedness under the New Credit Facility; (B) the right to require the Lender to enforce any Lien that the Lender may now or hereafter have in any collateral given as security for the Indebtedness under the New Credit Facility or to pursue any claim it may have against any guarantor of the Indebtedness under the New Credit Facility, as a condition to the Lender's entitlement to receive any payment on account of the Indebtedness under the New Credit Facility; and (C) notice of any loans or other credit made available to the Company or Restricted Subsidiaries, extensions of time granted, amendments to the New Credit Facility or any instrument evidencing the same or any agreement under which the New Credit Facility is outstanding or other action taken in reliance on the provisions of this Article Ten.

Subordination Rights. Not Impaired by Acts or Omissions of Subsidiary Guarantors or Holders of Guarantor Senior Indebtedness. No right of any present or future holders of any Guarantor Senior Indebtedness of a Subsidiary Guarantor to enforce subordination as provided herein 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 by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Without in any way limiting the generality of the preceding paragraph of this Section, the holders of 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 or other benefits provided in this Article, or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior Indebtedness, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase or alter, Guarantor Senior Indebtedness or the term of any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture); (b) sell, exchange, release or otherwise deal with any Property pledged, mortgaged or otherwise securing Guarantor Senior Indebtedness; (c) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the collection of Guarantor Senior Indebtedness; and (d) exercise or refrain from exercising any rights against the Company and any other Person.. 105

Subordination Rights. Not Impaired by Acts or Omissions of Subsidiary Guarantors or Holders of Guarantor Senior Indebtedness. No right of any present or future holders of any Guarantor Senior Indebtedness of a Subsidiary Guarantor to enforce subordination as provided herein 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 by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Without in any way limiting the generality of the preceding paragraph of this Section, the holders of 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 or other benefits provided in this Article, or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior Indebtedness, do any one or more of the following: (a1) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase or alter, Guarantor Senior Indebtedness or the term of any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture); (b2) sell, exchange, release or otherwise deal with any Property pledged, mortgaged or otherwise securing Guarantor Senior Indebtedness; (c3) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the collection of Guarantor Senior Indebtedness; and (d4) exercise or refrain from exercising any rights against the Company and any other Person.

Subordination Rights. Not Impaired by Acts or Omissions ------------------------------------------------------ of Subsidiary Guarantors the Company or Holders of Guarantor Senior Indebtedness. ------------------------------------------------ No right of any present or future holders of any Guarantor Senior Indebtedness of a Subsidiary Guarantor the Company to enforce subordination as provided herein 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 act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor the Company with the terms 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 preceding paragraph of this Sectionforegoing paragraph, the holders of Guarantor Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee, without incurring responsibility to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination or other benefits provided in this Article, Article Ten or the obligations hereunder of the Holders of the Securities Notes to the holders of Guarantor the Senior IndebtednessIndebtedness of the Company, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase renew or alter, Guarantor Senior Indebtedness of the Company, or otherwise amend or supplement in any manner Senior Indebtedness of the term of Company, or any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness of the Company is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture)outstanding; (bii) sell, exchange, release or otherwise deal with any Property property pledged, mortgaged or otherwise securing Guarantor Senior IndebtednessIndebtedness of the Company; (ciii) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the payment or collection of Guarantor Senior IndebtednessIndebtedness of the Company; and (div) exercise or refrain from exercising any rights against the Company and any other Person.

Subordination Rights. Not Impaired by Acts or Omissions of Subsidiary Guarantors Holdings or Holders of Guarantor Senior IndebtednessDebt of Holdings. No right of any present or future holders of any Guarantor Senior Indebtedness Debt of a Subsidiary Guarantor Holdings to enforce subordination as provided herein 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 Holdings or by any act or failure to act act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor Holdings with the terms 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 preceding paragraph of this Sectionforegoing paragraph, the holders of Guarantor Senior Indebtedness Debt of Holdings may, at any time and from time to time, without the consent of or notice to the Trustee, without incurring responsibility to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination or other benefits provided in this Article, Article Twelve or the obligations hereunder of the Holders of the Securities Notes to the holders of the Guarantor Senior IndebtednessDebt of Holdings, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase renew or alter, Guarantor Senior Indebtedness Debt of Holdings, or the term otherwise amend or supplement in any manner Guarantor Senior Debt of Holdings, or any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness Debt of Holdings is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture)outstanding; (bii) sell, exchange, release or otherwise deal with any Property property pledged, mortgaged or otherwise securing Guarantor Senior IndebtednessDebt of Holdings; (ciii) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the payment or collection of Guarantor Senior IndebtednessDebt of Holdings; and (div) exercise or refrain from exercising any rights against the Company Holdings and any other Person.

Subordination Rights. Not Impaired by Acts or Omissions of Subsidiary the Guarantors or Holders of Guarantor Senior IndebtednessDebt. No right of any present or future holders of any Guarantor Senior Indebtedness of a Subsidiary Guarantor Sen- ior Debt to enforce subordination as provided herein 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 act, in good faith, by any such holder, or by any noncompliance by such Subsidiary any Guarantor with the terms of this Supplemental 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 preceding paragraph of this Sectionforegoing paragraph, the holders of Guarantor Senior Indebtedness Debt may, at any time and from time to time, without the consent of or notice to the Trustee, without in- curring responsibility 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 or other benefits provided in this Article, Article XII or the obligations obliga- tions hereunder of the Holders of the Securities to the holders of Guarantor Senior IndebtednessDebt, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase renew or alter, Guarantor Sen- ior Debt, or otherwise amend or supplement in any manner Guarantor Senior Indebtedness Debt, or the term of any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness Debt is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture)outstanding; (bii) sell, exchange, release or otherwise oth- erwise deal with any Property property pledged, mortgaged or otherwise securing Guarantor Senior IndebtednessDebt; (ciii) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the payment or collection of Guarantor Senior IndebtednessDebt; and (div) exercise or refrain from exercising any rights against the Company Guarantors and any other Person.. Section 12.09

Subordination Rights. Not Impaired by Acts or Omissions of a Subsidiary Guarantors Guarantor or Holders of Guarantor Senior IndebtednessDebt. --------------------------------------------------- No right of any present or future holders of any Guarantor Senior Indebtedness of a Subsidiary Guarantor Debt to enforce subordination as provided herein 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 act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms 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 preceding paragraph of this Sectionforegoing paragraph, the holders of Guarantor Senior Indebtedness Debt may, at any time and from time to time, without the consent of or notice to the Trustee, without incurring responsibility to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination or other benefits provided in this Article, Article Eleven or the obligations hereunder of the Holders of the Securities Notes to the holders of the Guarantor Senior IndebtednessDebt, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase renew or alter, Guarantor Senior Indebtedness Debt, or the term of otherwise amend or supplement in any manner Guarantor Senior Debt, or any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness Debt is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture)outstanding; (bii) sell, exchange, release or otherwise deal with any Property property pledged, mortgaged or otherwise securing Guarantor Senior IndebtednessDebt; (ciii) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person person liable in any manner for the payment or collection of Guarantor Senior IndebtednessDebt; and (div) exercise or refrain from exercising any rights against the Company such Subsidiary Guarantor and any other Personperson.

Subordination Rights. Not Impaired by Acts or Omissions of Subsidiary Guarantors a Guarantor or Holders of Guarantor Senior IndebtednessDebt. No right of any present or future holders of any Guarantor Senior Indebtedness of a Subsidiary Guarantor Debt to enforce subordination as provided herein 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 act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms 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 preceding paragraph of this Sectionforegoing paragraph, the holders of Guarantor Senior Indebtedness Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesTrustee, without incurring responsibility to the Trustee or the Holders of the Securities and without impairing or releasing the subordination or other benefits provided in this Article, Article Eleven or the obligations hereunder of the Holders of the Securities to the holders of the Guarantor Senior IndebtednessDebt, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase renew or alter, Guarantor Senior Indebtedness Debt, or the term of otherwise amend or supplement in any manner Guarantor Senior Debt, or any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness Debt is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture)outstanding; (bii) sell, exchange, release or otherwise deal with any Property property pledged, mortgaged or otherwise securing Guarantor Senior IndebtednessDebt; (ciii) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person person liable in any manner for the payment or collection of Guarantor Senior IndebtednessDebt; and (div) exercise or refrain from exercising any rights against the Company such Guarantor and any other Personperson.

Subordination Rights. Not Impaired by Acts or Omissions of Subsidiary Guarantors Holdings or Holders of Guarantor Senior IndebtednessDebt of Holdings. No right of any present or future holders of any Guarantor Senior Indebtedness Debt of a Subsidiary Guarantor Holdings to enforce subordination as provided herein 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 Holdings or by any act or failure to act act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor Holdings with the terms 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 preceding paragraph of this Sectionforegoing paragraph, the holders of Guarantor Senior Indebtedness Debt of Holdings may, at any time and from time to time, without the consent of or notice to the Trustee, without incurring responsibility to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities Notes and without impairing or releasing the subordination or other benefits provided in this Article, Article Twelve or the 99 107 obligations hereunder of the Holders of the Securities Notes to the holders of the Guarantor Senior IndebtednessDebt of Holdings, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase renew or alter, Guarantor Senior Indebtedness Debt of Holdings, or the term otherwise amend or supplement in any manner Guarantor Senior Debt of Holdings, or any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness Debt of Holdings is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture)outstanding; (bii) sell, exchange, release or otherwise deal with any Property property pledged, mortgaged or otherwise securing Guarantor Senior IndebtednessDebt of Holdings; (ciii) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the payment or collection of Guarantor Senior IndebtednessDebt of Holdings; and (div) exercise or refrain from exercising any rights against the Company Holdings and any other Person.

Subordination Rights. Not Impaired by Acts or Omissions of the Subsidiary Guarantors Guarantor or Holders of Guarantor Senior IndebtednessDebt. -------------------------------------------------------------- No right of any present or future holders of any Guarantor Senior Indebtedness of a Subsidiary Guarantor Debt to enforce subordination as provided herein 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 act, in good faith, by any such holder, or by any noncompliance by such the Subsidiary Guarantor with the terms 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 preceding paragraph of this Sectionforegoing paragraph, the holders of Guarantor Senior Indebtedness Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesTrustee, without incurring responsibility to the Trustee or the Holders of the Securities and without impairing or releasing the subordination or other benefits provided in this Article, Article XIV or the obligations hereunder of the Holders of the Securities to the holders of the Guarantor Senior IndebtednessDebt, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase renew or alter, Guarantor Senior Indebtedness Debt, or the term of otherwise amend or supplement in any manner Guarantor Senior Debt, or any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness Debt is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture)outstanding; (bii) sell, exchange, release or otherwise deal with any Property property pledged, mortgaged or otherwise securing Guarantor Senior IndebtednessDebt; (ciii) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the payment or collection of Guarantor Senior IndebtednessDebt; and (div) exercise or refrain from exercising any rights against the Company Subsidiary Guarantor and any other Person.

Subordination Rights. Not Impaired by Acts or Omissions of a Subsidiary Guarantors Guarantor or Holders of Guarantor Subsidiary Senior IndebtednessDebt. No right of any present or future holders of any Guarantor Subsidiary Senior Indebtedness Debt of a Subsidiary Guarantor to enforce subordination as provided herein 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 act, in good faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor with the terms 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 preceding paragraph of this Sectionforegoing paragraph, the holders of Guarantor Subsidiary Senior Indebtedness Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesTrustee, without incurring responsibility to the Trustee or the Holders of the Securities and without impairing or releasing the subordination or other benefits provided in this Article, Article XIV or the obligations hereunder of the Holders of the Securities to the holders of Guarantor the Subsidiary Senior IndebtednessDebt, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase renew or alter, Guarantor Subsidiary Senior Indebtedness Debt, or the term of otherwise amend or supplement in any manner Subsidiary Senior Debt, or any instrument evidencing the same or any agreement under which Guarantor Subsidiary Senior Indebtedness Debt is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture)outstanding; (bii) sell, exchange, release or otherwise deal with any Property property pledged, mortgaged or otherwise securing Guarantor Subsidiary Senior IndebtednessDebt; (ciii) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the payment or collection of Guarantor Subsidiary Senior IndebtednessDebt; and (div) exercise or refrain from exercising any rights against the Company Subsidiary Guarantor and any other Person.

Subordination Rights. Not Impaired by Acts or Omissions of Subsidiary Guarantors a Guarantor or Holders of Guarantor Senior IndebtednessDebt. No right of any present or future holders holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor Debt to enforce subordination subordination, as provided herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary any Guarantor or by any act or failure to act act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor with the terms terms, provisions and covenants of this Indenture, the Securities, or any other agreement or instrument regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Without Each Holder of any Securities, by his acceptance thereof, undertakes and agrees for the benefit of each holder of Guarantor Senior Debt to execute, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any way rights or claims pertaining to the Guaranties and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Subject to the definition of Guarantor Senior Debt and without limiting the generality effect of the preceding first paragraph of this SectionSection 14.8, the holders any holder of Guarantor Senior Indebtedness may, Debt may at any time and from time to time, time without the consent of or notice to the Trustee or the Holders of the Securitiesany Holder, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination or other benefits provided in this Article, or the obligations hereunder any of the Holders rights of the Securities to the holders any such holder of Guarantor Senior IndebtednessDebt hereunder, do upon or without any one terms or more of the following: (a) change the manner, place conditions and in whole or terms of payment or extend the time of payment of, or renew, exchange, amend, increase or alter, Guarantor Senior Indebtedness or the term of any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture); (b) sell, exchange, release or otherwise deal with any Property pledged, mortgaged or otherwise securing Guarantor Senior Indebtedness; (c) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the collection of Guarantor Senior Indebtedness; and (d) exercise or refrain from exercising any rights against the Company and any other Person.part:

Subordination Rights. Not Impaired by Acts or Omissions of Subsidiary Guarantors or Holders of Guarantor Senior Indebtedness. No right of any present or future holders of any Guarantor Senior Indebtedness of a Subsidiary Guarantor to enforce subordination as provided herein 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 by any such -106- 114 holder, or by any noncompliance by such Subsidiary Guarantor with the terms of this Indenture, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Without in any way limiting the generality of the preceding paragraph of this Section, the holders of 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 or other benefits provided in this Article, or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior Indebtedness, do any one or more of the following: (a1) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase or alter, Guarantor Senior Indebtedness or the term of any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture); (b2) sell, exchange, release or otherwise deal with any Property pledged, mortgaged or otherwise securing Guarantor Senior Indebtedness; (c3) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the collection of Guarantor Senior Indebtedness; and (d4) exercise or refrain from exercising any rights against the Company and any other Person.

Subordination Rights. Not Impaired by Acts or Omissions of Subsidiary Guarantors or Holders of Guarantor Senior IndebtednessNOT IMPAIRED BY ACTS OR OMISSIONS OF A GUARANTOR OR HOLDERS OF GUARANTOR SENIOR DEBT. No right of any present or future holders holder of any Guarantor Senior Indebtedness of a Subsidiary Guarantor Debt to enforce subordination subordination, as provided herein provided, shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such Subsidiary any Guarantor or by any act or failure to act act, in good faith, by any such holder, or by any noncompliance non-compliance by such Subsidiary Guarantor with the terms terms, provisions and covenants of this Indenture, the Securities, or any other agreement or instrument regardless of any knowledge thereof which any such holder may have or be otherwise charged with. Each Holder of any Securities, by his acceptance thereof, undertakes and agrees for the benefit of each holder of Guarantor Senior Debt to execute, verify, deliver and file any proofs of claim, consents, assignments or other instruments that any holder of Guarantor Senior Debt may at any time require in order to prove and realize upon any rights or claims pertaining to the Guaranty and to effectuate the full benefit of the subordination contained in this Article XIV; and upon failure of any Holder of any Security so to do, any such holder of Guarantor Senior Debt (or a trustee or representative on its behalf) shall be deemed to be irrevocably appointed the agent and attorney-in-fact of the Holder of such Security to execute, verify, deliver and file any such proofs of claim, consents, assignments or other instrument. Without in any way limiting the generality effect of the preceding first paragraph of this SectionSection 14.8, the holders any holder of Guarantor Senior Indebtedness may, Debt may at any time and from time to time, time without the consent of or notice to the Trustee or the Holders of the Securitiesany Holder, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination or other benefits provided in this Article, or the obligations hereunder any of the Holders rights of the Securities to the holders any such holder of Guarantor Senior IndebtednessDebt hereunder, do upon or without any one terms or more of the following: (a) change the manner, place conditions and in whole or terms of payment or extend the time of payment of, or renew, exchange, amend, increase or alter, Guarantor Senior Indebtedness or the term of any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture); (b) sell, exchange, release or otherwise deal with any Property pledged, mortgaged or otherwise securing Guarantor Senior Indebtedness; (c) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the collection of Guarantor Senior Indebtedness; and (d) exercise or refrain from exercising any rights against the Company and any other Person.part:

Subordination Rights. Not Impaired by Acts or Omissions of Subsidiary the ------------------------------------------------------------- Guarantors or Holders of Guarantor Senior IndebtednessDebt. ----------------------------------------------- No right of any present or future holders of any Guarantor Senior Indebtedness of a Subsidiary Guarantor Debt to enforce subordination as provided herein 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 act, in good faith, by any such holder, or by any noncompliance by such Subsidiary any Guarantor with the terms 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 preceding paragraph of this Sectionforegoing para graph, the holders of Guarantor Senior Indebtedness Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the SecuritiesTrustee, without incurring responsibility to the Trustee or the Holders of the Securities and without impairing or releasing the subordination or other benefits provided in this Article, Article Twelve or the obligations hereunder of the Holders of the Securities to the holders of Guarantor Senior IndebtednessDebt, do any one or more of the following: (ai) change the manner, place or terms of payment or extend the time of payment of, or renew, exchange, amend, increase renew or alter, Guarantor Senior Indebtedness Debt, or the term of otherwise amend or supplement in any manner Guarantor Senior Debt, or any instrument evidencing the same or any agreement under which Guarantor Senior Indebtedness Debt is outstanding or any liability of any obligor thereon (unless such change, extension or alteration results in such Indebtedness no longer being Guarantor Senior Indebtedness as defined in this Indenture)outstanding; (bii) sell, exchange, release or otherwise deal with any Property property pledged, mortgaged or otherwise securing Guarantor Senior IndebtednessDebt; (ciii) settle or compromise any Guarantor Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the payment or collection of Guarantor Senior IndebtednessDebt; and (div) exercise or refrain from exercising any rights against the Company Guarantors and any other Person.