Common use of No Waiver of Subordination Provisions Clause in Contracts

No Waiver of Subordination Provisions. No right of any present or future Lender 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 the Issuer or by any act or failure to act, in good faith, by any such Lender, or by any non-compliance by the Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders may, at any time and from time to time, without the consent of or notice to the Trustees or the Holders of the Notes, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes to the Lenders, 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, existing and future obligations of the Issuer under the Credit Facility, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility or any instrument evidencing the same or any agreement under which other indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSubordinated Securities, without incurring responsibility to the Holders of the Notes Subordinated Securities and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes Subordinated Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) permit the Issuer 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 indebtednessSenior Indebtedness; (iiiiv) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (ivv) exercise or refrain from exercising any rights against the Issuer and any other Person. For the removal of doubt, ; and (vi) apply any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereundersums received by them to Senior Indebtedness.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 XII or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For ; (v) apply any and all sums received from time to time to the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunderSenior Indebtedness.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lender, holder or by any non-compliance noncompliance by the Issuer Company or any Holder with the terms, provisions and covenants of this IndentureAgreement, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraphforegoing, the Lenders may, holders of the Senior Indebtedness may at any time and from time to time, without the consent of or the notice to the Trustees or the Holders of the NotesHolders, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination provided in this Article 8 Section 14 or the obligations Obligations hereunder of the Holders to the holders of the Notes to the LendersSenior Indebtedness, do any one or more of the following: (ia) subject to the limitations on Senior Indebtedness contained in the definition thereof or in Section 8.1 or the definitions of the terms used therein, change the manner, place or terms of payment or extend the time of payment of, or renew or alter, existing and future obligations of the Issuer under the Credit Facility, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness such Senior Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iiic) release any Person liable in any manner for the collection of senior indebtednessthe Senior Indebtedness; and (ivd) exercise or refrain from exercising or waiving any rights rights, powers or remedies against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunderPersons.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any Senior Indebtedness or any agent or representative therefor to enforce subordination as herein provided in this Article Eleven shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any act or failure to act, in good faith, by any such Lenderholder or its agent or representative, or by any non-compliance by the Issuer with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender 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 Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 Eleven or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit Facility, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iiic) release any Person person liable in any manner for the payment or collection of senior indebtednessSenior Indebtedness; and (ivd) exercise or refrain from exercising any rights or remedies against the Issuer and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunderperson.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such Lender holder may have or otherwise be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders holders of the NotesJunior Subordinated Securities, without incurring responsibility to the Holders holders of the Notes Junior Subordinated Securities and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders holders of the Notes Junior Subordinated Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Debt, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Debt or any instrument evidencing the same or any agreement under which other indebtedness Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Debt; (iii) release any Person person liable in any manner for the collection of senior indebtednessSenior Debt; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Personperson. For -66- ----------------------------- 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 removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereundersame instrument.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities or coupons appertaining thereto and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes Securities or coupons appertaining thereto to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iiic) release any Person liable in any manner for the collection of senior indebtednessSenior 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); and (ivd) exercise or refrain from exercising apply any rights against the Issuer and amounts received to any other Person. For the removal of doubt, any variation liability of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.Company owing to holders of

No Waiver of Subordination Provisions. Amendment. No right of any present or future Lender holder of any 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 the Issuer Borrower or any Guarantor or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Borrower or any Guarantor with the terms, provisions provisions, and covenants of this IndentureAgreement, regardless of any knowledge Knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraphforegoing, the Lenders may, holder of Senior Indebtedness may at any time and from time to time, without the consent of or notice to the Trustees Lender or the Holders any other holder of the NotesTerm Note, without incurring responsibility to the Holders of the Notes Lender or such holder and without impairing or releasing the subordination provided in this Article 8 Section 9 or the obligations hereunder of the Holders of the Notes Lender and such holder to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit Facility, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Traveler's Obligor and any other Person. For , subject to the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunderobligation to diligently exercise rights and pursue remedies in accordance with Section 9.4.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, act in good faith, faith by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 XI or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iiic) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (ivd) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.SECTION 11.11

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, act in good faith, faith by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities and any coupons appertaining thereto, without incurring responsibility to the Holders of the Notes Securities and any coupons appertaining thereto and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes Securities and any coupons appertaining thereto to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. (a) No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. 113 122 (b) Without in any way limiting the generality of the foregoing paragraphsubsection (a) of this Section 13.8, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 XIII or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit Facility, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstandingoutstanding or any liability of any obligor thereon; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) settle or compromise any Senior Indebtedness or any liability of any obligor thereon or release any Person liable in any manner for the collection or payment of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For ; provided, however, that in no event shall any such actions limit the removal right of doubt, the Holders of the Securities to take any variation action to accelerate the maturity of the Securities pursuant to Article IV hereof or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunderthis Indenture.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any Senior 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lender, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of the Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesHolders, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination Subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes to the Lendersholders of Senior 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, existing and future obligations of the Issuer under the Credit Facility, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Debt or any instrument evidencing the same or any agreement under which other indebtedness Senior Debt 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 indebtednessSenior Debt; (iiic) release any Person liable in any manner for the collection of senior indebtednessSenior Debt; and (ivd) exercise or of refrain from exercising any rights against the Issuer and Company or any other Person. For ; provided, however, that in no event shall any such actions limit the removal right of doubt, the Holder to take any variation 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 under the Indenture or under applicable laws if the taking of such action does not otherwise violate the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunderthis Article.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any Senior 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 the Issuer Company or by any act or any failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the Junior Subordinated Notes, without incurring responsibility to the Holders of the Junior Subordinated Notes and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Junior Subordinated Notes to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior 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 indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.otherwise

No Waiver of Subordination Provisions. No right of any ------------------------------------- present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder or any representative or trustee therefor, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and time, from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 Sixteen or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior 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 the Company owing to holders of Senior Indebtedness; and (ivv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender Holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness, as the case may be, may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Trustee or the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 Fifteen or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of Senior Indebtedness, as the Issuer under the Credit Facilitycase may be, or otherwise amend or supplement in any manner existing and future obligations of Senior Indebtedness, as the Issuer under the Credit Facility case may be, or any instrument evidencing the same or any agreement under which other indebtedness 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 indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Amended and Restated Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesDebentures, without incurring responsibility to the Holders of the Notes Debentures and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes Debentures to the Lenders, holders of Senior Indebtedness 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, existing and future obligations of the Issuer under the Credit Facility, Senior Indebtedness or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iiic) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (ivd) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of Senior Indebtedness, do any one or more of the following: (i) change i)Change the manner, place or terms of payment or extend the time of payment of, or renew or alter, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sellii)Sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release iii)Release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise iv)Exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender Holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Debt, as the case may be, may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Trustee or the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 Twelve or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of Senior Debt, as the Issuer under the Credit Facilitycase may be, or otherwise amend or supplement in any manner existing and future obligations of Senior Debt, as the Issuer under the Credit Facility case may be, or any instrument evidencing the same or any agreement under which other indebtedness 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 indebtednessSenior Debt; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Debt; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or any Guarantor or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company or any Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender 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 of Senior Indebtedness in the manner provided for in the Convertible Note Indenture. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the Notes, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes to the Lendersbe holders of 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 payment, of, or renew or alter, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness except as otherwise expressly provided in the Collateral Documents; (iii) release any Person person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company or any Guarantor and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any Senior Indebtedness of 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 the Issuer such Guarantor or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance by the Issuer such Guarantor with the terms, provisions and covenants of this the Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Bank or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Bank with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing immediately preceding paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities of any series, without incurring responsibility to the such Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the such Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Bank and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present ------------------------------------- or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this IndentureAgreement, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees or the Holders of the Notes, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination provided in this Article 8 Section 13 or the obligations hereunder of the Holders of the Notes to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise other wise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; (iv) settle or compromise any such Senior Indebtedness or any other liability of any obligor of such Senior Indebtedness to such holder or 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 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 Indebtedness or any liability of any obligor to the holders of such Senior Indebtedness or any liability issued in respect of such Senior Indebtedness; and (ivvi) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesHolders, without incurring responsibility to or notice to the Holders of or the Notes Trustee and without impairing or releasing the subordination provided in this Article 8 XI or the obligations hereunder of the Holders of the Notes to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend amend, modify, compromise, supplement or supplement waive in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release the Company or any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt; and (v) take, or omit to take, any variation other action that in the absence of the terms authority granted hereby, could have the effect of impairing, invalidating or rendering unenforceable, in whole or in part, or otherwise affecting any of the Credit Facility Agreement, shall not require the consent provisions of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunderthis Article XI.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder or any representative or trustee therefore, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 Sixteen or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior 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 the Company owing to holders of Senior Indebtedness; and (ivv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender lender under the Senior Agreement, holder of any Senior 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 the Issuer Company or any of their respective Subsidiaries or by any act or failure to act, in good faith, act by any such Lenderlender under the Senior Agreement, holder or Representative thereof, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, Agreement or the Note regardless of any knowledge thereof which any such Lender lender under the Senior Agreement, holder or Representative thereof may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders lender under the Senior Agreement or the holders of Senior Indebtedness (or their Representatives, if applicable), may, at any time and from time to time, without the consent of or notice to the Trustees or the Holders holder of the NotesNote, without incurring responsibility to the Holders any holder of the Notes Note and without impairing or releasing the subordination and other benefits provided in this Article 8 VIII or the obligations hereunder of the Holders holder of the Notes Note to the Lendersholders of Senior Indebtedness, do any one or more of the following: (i) change , all without notice to the manner, place or terms of payment or extend the time of payment of, or renew or alter, existing and future obligations holder of the Issuer under the Credit Facility, Note and even if any right of reimbursement or otherwise amend subrogation or supplement in any manner existing and future obligations other right or remedy of the Issuer under the Credit Facility or any instrument evidencing the same or any agreement under which other indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer and any other Person. For the removal of doubt, any variation holder of the terms of the Credit Facility AgreementNote is affected, shall not require the consent of the Noteholders impaired or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.extinguished thereby:

No Waiver of Subordination Provisions. No right of -------------------------------------- any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, 124 regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the Notes, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes to the Lendersholders of 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 alteralter or increase, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 Seventeen or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.106

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness (and Entitled Persons in respect of Other Financial Obligations) may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of Senior Indebtedness and Entitled Persons, in respect of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness or Other Financial Obligations, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or Other Financial Obligations or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is or Other Financial Obligations are outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness or Other Financial Obligations; (iii) release any Person liable in any manner for the collection of senior indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.any

No Waiver of Subordination Provisions. No right of any present or future Lender Senior Debt Holder 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 the Issuer or by any act or failure to act, in good faith, by any such LenderObligor, or by any non-compliance by the Issuer Obligor with the terms, provisions and covenants of this IndentureNote, regardless of any knowledge thereof any such Lender Senior Debt Holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders Senior Debt Holders may, at any time and from time to time, without the consent of or notice to the Trustees or the Holders of the NotesHolder, without incurring responsibility to the Holders of the Notes Holder and without impairing or releasing the subordination provided in this Article 8 Note or the obligations hereunder of the Holders of the Notes Holder to the LendersSenior Debt Holders, 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 renew, amend, modify or alter, existing and future obligations of the Issuer under the Credit Facility, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness is outstandingevidencing, governing, creating, guaranteeing or securing any Senior Indebtedness; (iib) sell, exchange, release or otherwise deal with any guarantees, property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness and make any settlements and compromises thereof; (iiic) release any Person person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (ivd) exercise or refrain from exercising any rights against the Issuer Obligor, Guarantor and any other Personperson. For No knowledge of any breach or other non-observance by the removal of doubt, any variation Holder of the terms and provisions of the Credit Facility Agreement, this Note shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees)constitute a waiver hereof, nor shall it constitute a default waiver of any obligations to be performed by the Holder hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesHolders, without incurring responsibility to or notice to the Holders of or the Notes Trustee and without impairing or releasing the subordination provided in this Article 8 X or the obligations hereunder of the Holders of the Notes to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend amend, modify, compromise, supplement or supplement waive in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release the Company or any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt; and (v) take, or omit to take, any variation other action that in the absence of the terms authority granted hereby, could have the effect of impairing, invalidating or rendering unenforceable, in whole or in part, or otherwise affecting any of the Credit Facility Agreement, shall not require the consent provisions of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.this Article X.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any Senior Indebtedness and Entitled Persons in respect of 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness and Entitled Persons in respect of 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 Trustees Trustee or the Holders of the Notes, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes to the Lendersholders of Senior Indebtedness 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness or Other Financial Obligations, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or Other Financial Obligations or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness or Other Financial Obligations is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness or Other Financial Obligations; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company or any Holder with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraphforegoing, the Lenders may, holders of the Senior Indebtedness may at any time and from time to time, without the consent of or the notice to the Trustees or the Holders of the NotesHolders, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination provided in this Article 8 ARTICLE 11 or the obligations hereunder of the Holders to the holders of the Notes to the LendersSenior Indebtedness, do any one or more of the following: (ia) subject to the limitations on Senior Indebtedness contained in the definition thereof or in SECTION 5.04 or SECTION 5.10, change the manner, place or terms of payment or extend the time of payment of, or renew or alter, existing and future obligations of the Issuer under the Credit Facility, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness such Senior Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iiic) release any Person liable in any manner for the collection of senior indebtednessthe Senior Indebtedness; and (ivd) exercise or refrain from exercising or waiving any rights rights, powers or remedies against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunderPersons.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Guarantor, or by any act or failure to act, in good faith, act by any such Lenderholder, or by any non-compliance by the Issuer Guarantor, with the terms, provisions and covenants of this IndentureGuarantee Agreement, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees or the Holders holders of the NotesGuarantees, without incurring responsibility to the Holders holders of the Notes Guarantees and without impairing or releasing the subordination provided in this Article 8 Section 3 or the obligations hereunder of the Holders holders of the Notes Guarantees to the Lendersholders of 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 renew, increase or alter, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Guarantor and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. (a) No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraphparagraph (a) of this Section 11.09, the Lenders holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 11 or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of Senior Debt, 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, existing and future obligations of the Issuer under the Credit Facility, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Debt or any instrument evidencing the same or any agreement under which other indebtedness Senior Debt is or may be outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Debt; (iii3) release any Person liable in any manner for the collection or payment of senior indebtednessSenior Debt; and (iv4) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For ; provided, however, that in no event shall any such actions limit the removal right of doubt, the Holders of the Securities to take any variation action to accelerate the maturity of the Securities pursuant to Article 7 of this Indenture or to pursue any rights or remedies hereunder or under applicable laws if the taking of such action does not otherwise violate the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunderthis Article 11.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Issuer, any other Credit Party, the Agent or any holder of Senior Indebtedness or by any act or failure to act, in good faith, act by the Agent or any such Lenderholder, or by any non-compliance noncompliance by the Issuer Issuer, the Agent or any holder of Senior Indebtedness with the terms, provisions and covenants of this IndentureAgreement, regardless of any knowledge of such act or failure to act any holder thereof any such Lender may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraphforegoing, the Lenders may, holders of Senior Indebtedness may at any time and from time to time, without the consent of or notice to the Trustees or the Holders of the NotesNoteholders, without incurring responsibility to the Holders of the Notes Noteholders and without impairing or releasing the subordination provided in this Article 8 Agreement or the obligations hereunder of the Holders of the Notes Noteholders to the Lendersholders of 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, existing and future obligations of or increase or reduce the Issuer available commitments under the Credit Facilityor principal amount of, or otherwise amend amend, supplement, modify, refinance or supplement restructure in any manner existing and future obligations of the Issuer under the Credit Facility any Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness the Senior Indebtedness is outstandingoutstanding or is related thereto; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising or waiving any rights rights, powers or remedies against the Issuer and or any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any -------------------------------------- present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder of any Senior Indebtedness, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the Notes, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination provided in this Article 8 10 or the obligations hereunder of the Holders of the Notes to the Lendersholders of 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 renew, increase or alter, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, act by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Trustee or the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Trustee or the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For ; and (v) apply any and all sums received from time to time to the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunderSenior Indebtedness.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Partnership or by any act or failure to act, in good faith, by any such Lenderholder or any representative or trustee therefor, or by any non-compliance by the Issuer Partnership with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 Sixteen or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior 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 the Partnership owing to holders of Senior Indebtedness; and (ivv) exercise or refrain from exercising any rights against the Issuer Partnership and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or ------------------------------------- future Lender holder of any 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 the Issuer Trust or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance by the Issuer Trust with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees or the Holders of the NotesSubsidiary, without incurring responsibility to the Holders of the Notes Subsidiary and without impairing or releasing the subordination provided in this Article 8 Section or the obligations hereunder of the Holders of the Notes Subsidiary to the Lendersholders of Senior Indebtedness, 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, existing and future obligations of the Issuer under the Credit Facility, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii3) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv4) exercise or refrain from exercising any rights against the Issuer Trust and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Guarantor or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Guarantor with the terms, provisions and covenants of this IndentureConvertible Debenture Guarantee Agreement, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Convertible Debenture Guarantee Trustee or the Holders of the NotesCovered Persons, without incurring responsibility to the Holders of the Notes Covered Persons and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes Covered Persons to the Lenders, holders of 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, existing and future obligations of the Issuer under the Credit Facility, Senior Indebtedness or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (iib) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iiic) release any Person liable in any manner for the payment or collection of senior indebtednessSenior Indebtedness; and (ivd) exercise or refrain from exercising any rights against the Issuer Guarantor and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder or any representative or trustee therefor, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 Sixteen or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtedness; Senior Indebtedness and (iv) exercise or refrain from exercising any rights against the Issuer and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.settle or

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Guarantor or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance by the Issuer Guarantor with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Guarantor and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any 74 66 act or failure to act on the part of the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness (and Entitled Persons in respect of Other Financial Obligations) may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of Senior Indebtedness and Entitled Persons, in respect of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness or Other Financial Obligations, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or Other Financial Obligations or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is or Other Financial Obligations are outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness or Other Financial Obligations; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness or Other Financial Obligations; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the Notes, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination provided in this Article 8 12 or the obligations hereunder of the Holders of the Notes to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender Holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness, as the case may be, may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesSecurities, without incurring responsibility to the Trustee or the Holders of the Notes Securities and without impairing or releasing the subordination provided in this Article 8 Fifteen or the obligations hereunder of the Holders of the Notes Securities to the Lendersholders of 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, existing and future obligations of Senior Indebtedness, as the Issuer under the Credit Facilitycase may be, or otherwise amend or supplement in any manner existing and future obligations of Senior Indebtedness, as the Issuer under the Credit Facility case may be, or any instrument evidencing the same or any agreement under which other indebtedness 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 indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.,

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any Senior 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 the Issuer Company or by any act or any failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the Junior Subordinated Notes, without incurring responsibility to the Holders of the Junior Subordinated Notes and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Junior Subordinated Notes to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior 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 indebtednessSenior Indebtedness; (iiiiv) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (ivv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, ; (vi) apply any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereundersums received by them to Senior Indebtedness.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder of any Senior Indebtedness, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the Notes, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination provided in this Article 8 10 or the obligations hereunder of the Holders of the Notes to the Lendersholders of 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 renew, increase or alter, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such Lender holder may have or otherwise be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders holders of the NotesJunior Subordinated Securities, without incurring responsibility to the Holders holders of the Notes Junior Subordinated Securities and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders holders of the Notes Junior Subordinated Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Debt, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Debt or any instrument evidencing the same or any agreement under which other indebtedness Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Debt; (iii) release any Person person liable in any manner for the collection of senior indebtednessSenior Debt; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Personperson. For ----------------------------- 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 removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereundersame instrument.

No Waiver of Subordination Provisions. No Except with the prior written consent of the Subordinated Creditor, the Company will not incur Senior Debt in an aggregate principal amount in excess of $25,000,000. Except in the case of a breach of the agreement with the Subordinated Creditor set forth in the immediately preceding sentence of this Section 4, no right of any present or future Lender holder of 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 the Issuer Company, or by any act or failure to act, in good faith, by act on the part of any such Lenderholder or holders, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants conditions of this Indenture, the Senior Credit Documents regardless of any knowledge thereof which the holders of Senior Debt, or any such Lender of them, may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraphforegoing, the Lenders holders of Senior Debt, or any of them, may, at any time and from time to time, without the consent of or notice to the Trustees or the Holders holders of the NotesSubordinated Debt, without incurring responsibility any liabilities to the Holders of the Notes any such holders and without impairing or releasing the subordination and other benefits provided in this Article 8 Intercreditor Agreement or the obligations hereunder of the Holders holders, of Subordinated Debt to the holders of Senior Debt, even if any right of reimbursement or subrogation or other right or remedy of any holder of the Notes to the LendersSubordinated Debt is affected, impaired or extinguished thereby, 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, existing and future obligations of the Issuer under the Credit Facility, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility or any instrument evidencing the same or any agreement under which other indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.:

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any Senior Indebtedness or holder of Company Notes 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 Holdings or the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder or any representative or agent therefor, or by any non-compliance noncompliance by Holdings or the Issuer Company with the terms, provisions and covenants of this IndentureAgreement, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraphforegoing, the Lenders may, holders of Senior Indebtedness may at any time and from time to time, without the consent of or notice to the Trustees or Noteholders, and the Holders holders of the Company Notes may at any time and from time to time, without the consent of or notice to the holders of the Holdings Notes, without incurring responsibility to the Holders of the Notes Noteholders and without impairing or releasing the subordination provided in this Article 8 Section 11 or the obligations hereunder of the Holders Noteholders to the holders of Senior Indebtedness or of the holders of the Holdings Notes to the Lendersholders of the Company Notes, 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, existing and future obligations of the Issuer under the Credit Facility, such Senior Indebtedness or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Company Notes or any instrument evidencing the same or any agreement under which other indebtedness such Senior Indebtedness or Company Notes is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednesssuch Senior Indebtedness or Company Notes; (iii) release any Person liable in any manner for the collection of senior indebtednesssuch Senior Indebtedness or Company Notes; and (iv) exercise or refrain from exercising or waiving any rights rights, powers or remedies against Holdings, the Issuer and Company or any other Person. For the removal of doubtNothing in this Section 11 shall be deemed to, or shall create, any variation responsibility, liability or claim among the holders of Senior Indebtedness or between such holders and the holders of Company Notes, including, without limitation, in regard to the exercise of the terms rights of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default such Persons hereunder.

No Waiver of Subordination Provisions. No right of any ------------------------------------- present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders holders of the Notes, without incurring responsibility to the Holders holders of the Notes and without impairing or releasing the subordination provided in this Article 8 Four or the obligations hereunder of the Holders holders of the Notes to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For ; (v) apply any and all sums received from time to time to the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunderSenior Indebtedness.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such Lender holder may have or otherwise be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders holders of the NotesJunior Subordinated Securities, without incurring responsibility to the Holders holders of the Notes Junior Subordinated Securities and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders holders of the Notes Junior Subordinated Securities to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Debt, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Debt or any instrument evidencing the same or any agreement under which other indebtedness Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Debt; (iii) release any Person person liable in any manner for the collection of senior indebtednessSenior Debt; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Personperson. For ________________________________ 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 removal of doubtsame instrument. In Witness Whereof, any variation the parties hereto have caused this Indenture to be duly executed as of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.day and year first above written. CINERGY CORP. By __________________________ THE FIFTH THIRD BANK as Trustee By __________________________

No Waiver of Subordination Provisions. No right of any ------------------------------------- present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and and, from time to time, without the consent of of, or notice to to, the Trustees Trustee or the Holders of the NotesSecurities of that series, without incurring responsibility to the Holders of the Notes Securities of that series and without impairing or releasing the subordination provided in this Article 8 Sixteen or the obligations hereunder of the Holders of the Notes Securities of that series to the Lendersholders of such 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, existing and future obligations of the Issuer under the Credit Facilitysuch Senior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility such Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with dispose of any property pledged, mortgaged or otherwise securing senior indebtednesssuch Senior Indebtedness; (iii) release any Person person liable in any manner for the collection of senior indebtednesssuch Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer and Company or any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunderperson.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance by the Issuer Company with the terms, provisions and covenants of this Second Supplemental Indenture, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the Notes, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtednessSenior Indebtedness; (iii) release any Person liable in any manner for the collection of senior indebtednessSenior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any Senior 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lender, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such Lender may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of the Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustees Trustee or the Holders of the NotesHolders, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination provided in this Article 8 or the obligations hereunder of the Holders of the Notes to the Lendersholders of Senior 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, existing and future obligations of the Issuer under the Credit Facility, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Debt or any instrument evidencing the same or any agreement under which other indebtedness Senior Debt 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 indebtednessSenior Debt; (iiic) release any Person liable in any manner for the collection of senior indebtednessSenior Debt; and (ivd) exercise or of refrain from exercising any rights against the Issuer and Company or any other Person. For ; provided, however, that in no event shall any such actions limit the removal right of doubt, the Holder to take any variation 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 the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunderthis Article.

No Waiver of Subordination Provisions. No right of any present or future Lender holder of any 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 the Issuer Company or by any act or failure to act, in good faith, by any such Lenderholder, or by any non-compliance noncompliance by the Issuer Company with the terms, provisions and covenants of this IndentureAgreement, regardless of any knowledge thereof any such Lender holder may have or be otherwise charged with. Without in any way limiting the generality of the foregoing paragraph, the Lenders holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustees or the Holders of the Notes, without incurring responsibility to the Holders of the Notes and without impairing or releasing the subordination provided in this Article 8 Section 13 or the obligations hereunder of the Holders of the Notes to the Lendersholders of 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, existing and future obligations of the Issuer under the Credit FacilitySenior Indebtedness, or otherwise amend or supplement in any manner existing and future obligations of the Issuer under the Credit Facility Senior Indebtedness or any instrument evidencing the same or any agreement under which other indebtedness Senior Indebtedness is outstanding; , (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing senior indebtedness; Senior Indebtedness, (iii) release any Person liable in any manner for the collection of senior indebtedness; Senior Indebtedness, (iv) settle or compromise any such Senior Indebtedness or any other liability of any obligor of such Senior Indebtedness to such holder or 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 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 Indebtedness or any liability of any obligor to the holders of such Senior Indebtedness or any liability issued in respect of such Senior Indebtedness and (ivvi) exercise or refrain from exercising any rights against the Issuer Company and any other Person. For the removal of doubt, any variation of the terms of the Credit Facility Agreement, shall not require the consent of the Noteholders or anyone acting on their behalf (including the Trustees), nor shall it constitute a default hereunder.