Common use of Action Concerning Collateral Clause in Contracts

Action Concerning Collateral. (a) Notwithstanding any Lien now held or hereafter acquired by the Subordinated Creditors, the Preferred Lender may take possession of, sell, dispose of, and otherwise deal with all or any part of any collateral of the Subordinated Creditor, and may enforce any right or remedy available to it with respect to the Borrower or such collateral, all without notice to or consent of the Subordinated Creditors except as specifically required by applicable law. (b) In addition, and without limiting the generality of the foregoing, if (i) a Borrower Default has occurred and is continuing, (ii) the Borrower or the Preferred Lender intends to sell or otherwise dispose of any collateral of the Secured Creditors to an unrelated third party outside the ordinary course of business, (iii) Preferred Lender has given written notice thereof to the Subordinated Creditors, and (iv) the Subordinated Creditors have failed, within ten (10) days after receipt of such notice, to purchase for cash the Preferred Lender Debt for the full amount thereof, the Subordinated Creditors shall be deemed to have consented to such sale or disposition, to have released any Lien it may have in such collateral and to have authorized the Preferred Lender or its agents to file partial releases (and any related financing statements such as “in lieu” financing statements under Part 7 of Article 9 of the Uniform Commercial Code) with respect to such Collateral. (c) The Preferred Lender shall have no duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured Creditor, and in no event shall the Preferred Lender be deemed a Subordinated Creditor’s agent with respect to any assets of Borrower. All proceeds received by the Preferred Lender with respect to any of Borrower’s assets may be applied, first, to pay or reimburse the Preferred Lender for all costs and expenses (including reasonable attorneys’ fees) incurred by the Preferred Lender in connection with the collection of such proceeds, and, second, to any Preferred Lender Debt in any order that it may choose.

Action Concerning Collateral. (a) Notwithstanding any Lien now held or hereafter acquired by the Subordinated CreditorsCreditor, the Preferred Senior Lender may take possession of, sell, dispose of, and otherwise deal with all or any part of any collateral of the Subordinated CreditorCollateral, and may enforce any right or remedy available to it with respect to the Borrower or such collateralthe Collateral, all without notice to or consent of the Subordinated Creditors Creditor except as specifically required by applicable law.. 8878\85\941071.7 (b) In addition, and without limiting the generality of the foregoing, if (i) a Borrower Default has occurred and is continuing, (ii) the Borrower or the Preferred Senior Lender intends to sell or otherwise dispose of any collateral of the Secured Creditors Collateral to an unrelated third party outside the ordinary course of business, (iii) Preferred the Senior Lender has given written notice thereof to the Subordinated CreditorsCreditor, and (iv) the Subordinated Creditors have Creditor has failed, within ten (10) days after receipt of such notice, to purchase for cash the Preferred Senior Lender Debt Indebtedness for the full amount thereof, the Subordinated Creditors Creditor shall be deemed to have consented to such sale or disposition, to have released any Lien it may have in such collateral Collateral and to have authorized the Preferred Senior Lender or its agents to file partial releases (and any related financing statements such as “in in-lieu” financing statements under Part 7 of Article 9 of the Uniform Commercial Code) with respect to such Collateral. (c) The Preferred Senior Lender shall have no duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured CreditorCollateral, and in no event shall the Preferred Senior Lender be deemed a the Subordinated Creditor’s agent with respect to any assets of Borrowerthe Collateral. All proceeds received by the Preferred Senior Lender with respect to any of Borrower’s assets Collateral may be applied, first, to pay or reimburse the Preferred Senior Lender for all costs and expenses (including reasonable attorneys’ fees) incurred by the Preferred Senior Lender in connection with the collection of such proceeds, and, second, to any Preferred Senior Lender Debt Indebtedness secured by the Senior Lender’s Lien in that Collateral, in any order that it may choose.

Action Concerning Collateral. (a) Notwithstanding any Lien now held or hereafter acquired by the Subordinated CreditorsAvnet, the Preferred Lender Xxxxx Fargo may take possession of, sell, dispose of, and otherwise deal with all or any part of any collateral of the Subordinated CreditorCollateral, and may enforce any right or remedy available to it with respect to the Borrower or such collateralthe Collateral, all with notice (but without notice to or consent consent) of the Subordinated Creditors Avnet and except as specifically otherwise required by applicable law. (b) In addition, and without limiting the generality of the foregoing, if (i) a Borrower Default has occurred and is continuing, (ii) the Borrower or the Preferred Lender Xxxxx Fargo intends to sell or otherwise dispose of any collateral of the Secured Creditors Collateral to an unrelated third party outside the ordinary course of business, (iii) Preferred Lender Xxxxx Fargo has given written notice thereof to the Subordinated CreditorsAvnet, and (iv) the Subordinated Creditors have Avnet has failed, within ten (10) days after receipt of such notice, to purchase for cash the Preferred Lender Debt Xxxxx Fargo Indebtedness for the full amount thereof, the Subordinated Creditors Avnet shall be deemed to have consented to such sale or disposition, to have released any Lien it may have in such collateral Collateral and to have authorized the Preferred Lender Xxxxx Fargo or its agents to file partial releases (and any related financing statements such as “in in-lieu” financing statements under Part 7 of Article 9 of the Uniform Commercial Code) with respect to such Collateral. (c) The Preferred Lender Xxxxx Fargo shall have no duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured CreditorCollateral, and in no event shall the Preferred Lender Xxxxx Fargo be deemed a Subordinated CreditorAvnet’s agent with respect to any assets of Borrowerthe Collateral. All proceeds received by the Preferred Lender Xxxxx Fargo with respect to any of Borrower’s assets Collateral may be applied, first, to pay or reimburse the Preferred Lender Xxxxx Fargo for all costs and expenses (including reasonable attorneys’ fees) incurred by the Preferred Lender Xxxxx Fargo in connection with the collection of such proceeds, and, second, to any Preferred Lender Debt Xxxxx Fargo Indebtedness secured by Xxxxx Fargo’s Lien in that Collateral in any order that it may choose.

Action Concerning Collateral. (a) Notwithstanding any Lien security interest, lien or encumbrance now held or hereafter acquired by the Subordinated Creditorsa New Purchaser, the Preferred Lender Original Purchasers may take possession of, sell, dispose of, and otherwise deal with all or any part of any collateral of the Subordinated CreditorCollateral, and may enforce any right or remedy available to it with respect to any Credit Party or the Borrower or such collateralCollateral, all without notice to or consent of the Subordinated Creditors any New Purchaser except as specifically required by applicable law. (b) In addition, and without limiting the generality of the foregoing, if (i) a Borrower an Event of Default occurs, has occurred and is continuing, (ii) the Borrower or the Preferred Lender any Credit Party intends to sell or otherwise dispose of any collateral of the Secured Creditors Collateral to an unrelated third party outside the ordinary course of business, (iii) Preferred Lender any Original Purchaser has given written notice thereof to the Subordinated CreditorsNew Purchasers, and (iv) the Subordinated Creditors have each New Purchaser has failed, within ten (10) days after receipt of such notice, to purchase for cash the Preferred Lender Senior Debt for the full amount thereof, the Subordinated Creditors each New Purchaser shall be deemed to have consented to such sale or disposition, to have released any Lien security interest, lien or encumbrance it may have in such collateral Collateral (but not in the proceeds thereof) and to have authorized the Preferred Lender any Original Purchaser or its agents to file partial releases (and any related financing statements such as “in in-lieu” financing statements under Part 7 of Article 9 of the Uniform Commercial Code) with respect to such Collateral. (c) The Preferred Lender No Original Purchaser shall have no any duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured CreditorCollateral, and in no event shall the Preferred Lender any Original Purchaser be deemed a Subordinated Creditor’s to be the agent of any New Purchaser with respect to any assets of Borrowerthe Collateral. All proceeds received by the Preferred Lender Original Purchasers with respect to any of Borrower’s assets Collateral may be applied, first, to pay or reimburse the Preferred Lender Original Purchasers for all costs and expenses (including reasonable attorneys’ fees) incurred by the Preferred Lender Original Purchasers in connection with the collection of such proceeds, and, second, to any Preferred Lender Senior Debt secured by the Original Purchasers’ security interest or lien in that Collateral in any order that it may choose.

Action Concerning Collateral. (a) Notwithstanding any Lien now held or hereafter acquired by the Subordinated CreditorsCreditor, the Preferred Lender may take possession of, sell, dispose of, and otherwise deal with all or any part of any collateral of the Subordinated CreditorCollateral, and may enforce any right or remedy available to it with respect to the any Borrower or such collateralthe Collateral, all without with notice to or and/or consent of the Subordinated Creditors except as only to the extent, if any, specifically required by applicable law. (b) In addition, and without limiting the generality of the foregoing, if (i) a Borrower Default has occurred and is continuing, (ii) the a Borrower or the Preferred Lender intends to sell or otherwise dispose of any collateral of the Secured Creditors Collateral to an unrelated third party outside the ordinary course of business, (iii) Preferred the Lender has given written notice thereof to the Subordinated CreditorsCreditor, and (iv) the Subordinated Creditors have failed, within ten (10) days after receipt of such notice, to purchase for cash the Preferred Lender Debt Indebtedness for the full amount thereof, the Subordinated Creditors shall be deemed to have consented to such sale or disposition, to have released any Lien it may have in such collateral Collateral and to have authorized the Preferred Lender or and its agents to file partial releases (and any related financing statements such as “in lieu” financing statements under Part 7 of Article 9 of the Uniform Commercial Code) with respect to such Collateral. (c) The Preferred Lender shall have no duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured CreditorCollateral, and in no event shall the Preferred Lender be deemed a the Subordinated Creditor’s Creditors’ agent with respect to any assets of Borrowerthe Collateral. All proceeds received by the Preferred Lender with respect to any of Borrower’s assets Collateral may be applied, first, to pay or reimburse the Preferred Lender for all costs and expenses (including reasonable attorneys’ fees) incurred by the Preferred Lender in connection with the collection of such proceeds, and, second, to any Preferred Lender Debt Indebtedness secured by the Lender’s Lien in that Collateral in any order that it may choose.

Action Concerning Collateral. (a) Notwithstanding any Lien now held or hereafter acquired by the Subordinated CreditorsCreditor, the Preferred Senior Lender may take possession of, sell, dispose of, and otherwise deal with all or any part of any collateral of the Subordinated CreditorCollateral, and may enforce any right or remedy available to it with respect to the Borrower or such collateralthe Collateral, all without notice to or consent of the Subordinated Creditors Creditor except as specifically required by applicable law. (b) In addition, and without limiting the generality of the foregoing, if (i) a Borrower Default has occurred and is continuing, (ii) the Borrower or the Preferred Lender intends to sell or otherwise dispose of any collateral of the Secured Creditors Collateral to an unrelated third party outside the ordinary course of business, (iii) Preferred the Senior Lender has given written notice thereof to the Subordinated CreditorsCreditor, and (iv) the Subordinated Creditors have Creditor has failed, within ten (10) days after receipt of such notice, to purchase for cash the Preferred Senior Lender Debt Indebtedness for the full amount thereof, the Subordinated Creditors Creditor shall be deemed to have consented to such sale or disposition, to have released any Lien it may have in such collateral Collateral and to have authorized the Preferred Senior Lender or its agents to file partial releases (and any related financing statements such as “in "in-lieu” " financing statements under Part 7 of Article 9 of the Uniform Commercial Code) with respect to such Collateral. (c) The Preferred Senior Lender shall have no duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured CreditorCollateral, and in no event shall the Preferred Senior Lender be deemed a the Subordinated Creditor’s 's agent with respect to any assets of Borrowerthe Collateral. All proceeds received by the Preferred Senior Lender with respect to any of Borrower’s assets Collateral may be applied, first, to pay or reimburse the Preferred Senior Lender for all costs and expenses (including reasonable attorneys’ ' fees) incurred by the Preferred Senior Lender in connection with the collection of such proceeds, and, second, to any Preferred Senior Lender Debt Indebtedness secured by the Senior Lender's Lien in that Collateral, in any order that it may choose.

Action Concerning Collateral. (a) Notwithstanding any Lien now held or hereafter acquired by the Subordinated CreditorsCreditor, the Preferred Lender may take possession of, sell, dispose of, and otherwise deal with all or any part of any collateral of the Subordinated CreditorCollateral, and may enforce any right or remedy available to it with respect to the any Borrower or such collateralthe Collateral, all without notice to or consent of the Subordinated Creditors Creditor except as specifically required by applicable law. (b) In addition, and without limiting the generality of the foregoing, if (i) a Borrower Default has occurred and is continuing, (ii) the a Borrower or the Preferred Lender intends to sell or otherwise dispose of any collateral of the Secured Creditors Collateral to an unrelated third party outside the ordinary course of business, (iii) Preferred the Lender has given written notice thereof to the Subordinated CreditorsCreditor, and (iv) the Subordinated Creditors have Creditor has failed, within ten (10) days after receipt of such notice, to purchase for cash the Preferred Lender Debt Indebtedness for the full amount thereof, the Subordinated Creditors Creditor shall be deemed to have consented to such sale or disposition, to have released any Lien it may have in such collateral Collateral and to have authorized the Preferred Lender or and its agents to file partial releases (and any related financing statements such as “in lieu” financing statements under Part 7 of Article 9 of the Uniform Commercial Code) with respect to such Collateral. (c) The Preferred Lender shall have no duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured CreditorCollateral, and in no event shall the Preferred Lender be deemed a the Subordinated Creditor’s agent with respect to any assets of Borrowerthe Collateral. All proceeds received by the Preferred Lender with respect to any of Borrower’s assets Collateral may be applied, first, to pay or reimburse the Preferred Lender for all costs and expenses (including reasonable attorneys’ fees) incurred by the Preferred Lender in connection with the collection of such proceeds, and, second, to any Preferred Lender Debt Indebtedness secured by the Lender’s Lien in that Collateral in any order that it may choose.

Action Concerning Collateral. (a) Notwithstanding Each Subordinated Creditor agrees that, notwithstanding any Lien now held or hereafter acquired by any Subordinated Creditor, until the Subordinated CreditorsSenior Lender Indebtedness has been Paid in Full, the Preferred Senior Lender may take possession of, sell, dispose of, and otherwise deal with all or any part of any collateral of the Subordinated CreditorCollateral, and may enforce any right or remedy available to it with respect to any Obligor or the Borrower or such collateralCollateral, all without notice to or consent of the any Subordinated Creditors Creditor except as specifically required by applicable law; provided, however, that if any such sale or disposition results in a cash surplus after the Senior Lender Indebtedness has been Paid in Full, to the extent permitted by law, such surplus shall be paid to Subordinated Creditors’ Collateral Agent, for application in accordance with the terms of the Subordinated Notes. (b) In addition, and without limiting the generality of the foregoing, each Subordinated Creditor agrees that, if (i) a Borrower an Obligor Default has occurred and is continuing, (ii) the Borrower any Obligor or the Preferred Senior Lender intends to sell or otherwise dispose of any collateral of the Secured Creditors Collateral to an unrelated third party outside the ordinary course of business, (iii) Preferred the Senior Lender has given written notice thereof to the Subordinated Creditors’ Collateral Agent, and (iv) the each Subordinated Creditors have Creditor has failed, within ten (10) business days after receipt by Subordinated Creditors’ Collateral Agent of such notice, to purchase for cash the Preferred Senior Lender Debt Indebtedness for the full amount thereofthereof (including, but not limited to, all outstanding principal, accrued and unpaid interest, fees, and costs, and an amount equal to all prepayment fees or premiums that would be payable if the Senior Lender Indebtedness was being repaid by the Obligors), each Subordinated Creditors Creditor shall be deemed to have consented to such sale or disposition, to have released any Lien it may have in such collateral Collateral and to have authorized the Preferred Senior Lender or its agents to file partial releases (and any related financing statements such as “in in-lieu” financing statements under Part 7 of Article 9 of the Uniform Commercial CodeCode (“UCC”)) with respect to such Collateral. (c) The Preferred Each Subordinated Creditor agrees that the purchase by a Subordinated Creditor of the Senior Lender Indebtedness shall be expressly made without representation or warranty of any kind by the Senior Lender as to the Senior Lender Indebtedness, the Collateral or otherwise and without recourse to the Senior Lender, except that the Senior Lender shall represent and warrant: (i) the amount of the Senior Lender Indebtedness being purchased from it (but without representation or warranty as to the collectability, validity or enforceability of such Senior Lender Indebtedness) and (ii) that the Senior Lender owns the Senior Lender Indebtedness free and clear of any Liens created by it. Each Subordinated Creditor agrees that, upon the purchase by a Subordinated Creditor of the Senior Lender Indebtedness, such Subordinated Creditor shall indemnify and hold harmless the Senior Lender from and against all loss, cost, damage or expense (including attorneys’ fees and legal expenses) suffered or incurred by the Senior Lender arising from or in any way related to the act or omissions of such Subordinated Creditor after the purchase. As a condition precedent to Senior Lender’s obligation to sell the Senior Lender Indebtedness to the Subordinated Creditors, (1) the Subordinated Creditors shall assume (pursuant to such assumption agreements as are acceptable to Senior Lender in Senior Lender’s reasonable discretion) all remaining funding obligations or commitments to the Obligors (whether contingent or otherwise), including, without limitation, all existing obligations (whether directly or indirectly) under or in respect of letters of credit or other credit accommodations provided to, or for the benefit or account of, any Obligor, and (2) the Senior Lender shall be released (pursuant to such agreements as are acceptable to Senior Lender in Senior Lender’s reasonable discretion) from all such obligations and commitments. (d) Each Subordinated Creditor agrees that the Senior Lender shall have no duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured CreditorCollateral, and in no event shall the Preferred Senior Lender be deemed a any Subordinated Creditor’s agent with respect to any assets of Borrowerthe Collateral. All Each Subordinated Creditor agrees that all proceeds received by the Preferred Senior Lender with respect to any of Borrower’s assets Collateral may be applied, first, to pay or reimburse the Preferred Senior Lender for all costs and expenses (including reasonable attorneys’ fees) incurred by the Preferred Senior Lender in connection with the collection of such proceeds, and, second, to any Preferred Senior Lender Debt Indebtedness secured by the Senior Lender’s Lien in that Collateral in any order that it may choose. (e) Each Subordinated Creditor and the Senior Lender agree that, upon the occurrence and during the continuance of an event of default under the Subordinated Notes, which event of default is the result of the failure to make any payment of principal or interest with respect to Subordinated Indebtedness, subject at all times to the provisions of Section 3 and Section 4 of this Agreement and commencing 180 days after receipt by the Senior Lender of written notice from Subordinated Creditors’ Collateral Agent of such event of default with respect to the failure to make any payment of principal or interest under the Subordinated Notes, each Subordinated Creditor may accelerate the payment of its portion of the Subordinated Indebtedness and Subordinated Creditors’ Collateral Agent may take action to enforce its Liens on the Collateral, but, in the case of such action to enforce its Liens on the Collateral, only so long as the Senior Lender is not pursuing in good faith the exercise of its security interest in the Collateral or other remedies as a “secured creditor” under Article 9 of the UCC, or attempting to vacate any stay of enforcement of its Liens on, a material portion of the remaining Collateral, including, but not limited to, any or all of the following: solicitation of bids from third parties to conduct the liquidation of all or a material portion of the remaining Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers or other third parties for the purposes of valuing, marketing, promoting and selling a material portion of the remaining Collateral, the commencement of any action to foreclose on its Liens on all or any material portion of the remaining Collateral, notification of account debtors to make payments to the Senior Lender or its agents, any action to take possession of all or any material portion of the remaining Collateral or commencement of any legal proceedings or actions against or with respect to all or any material portion of the remaining Collateral; provided that, notwithstanding the foregoing, such 180 day period shall be tolled during such time as the Senior Lender or Subordinated Creditors’ Collateral Agent is stayed from enforcing its Liens on a material portion of the remaining Collateral. In addition to and not by way of limitation of the foregoing, each Subordinated Creditor agrees that at no time shall it take any action prejudicial to or inconsistent with the Senior Lender’s rights and senior priority secured position with respect to any Obligor or the assets or property of any Obligor including, but not limited to, that no Subordinated Creditor shall take any action that will impede, interfere with, restrict, or restrain the exercise by the Senior Lender of its rights and remedies under the Senior Credit Agreement or any other agreement, instrument or document evidencing or related to the Senior Lender Indebtedness. Each Subordinated Creditor agrees that, if any Subordinated Creditor shall attempt any remedies under a Subordinated Note or attempt any other action prohibited or restricted under this Agreement, any Obligor or the Senior Lender may interpose as a defense or plea the making of this Agreement and the Senior Lender may intervene and interpose such defense in its name or in the name of any Obligor or the Senior Lender may by virtue of this Agreement restrain the enforcement thereof in the name of any Obligor or the Senior Lender. Each Subordinated Creditor agrees that, notwithstanding anything to the contrary, any payment or distribution of cash, assets, securities (for clarification purposes, not those securities issuable upon conversion of its Subordinated Note) or other property of any Obligor received by any Subordinated Creditor as repayment of the Subordinated Indebtedness due to action taken by a Subordinated Creditor under this Section 6(e) prior to all Senior Lender Indebtedness being Paid in Full shall be held by such Subordinated Creditor in trust for and forthwith turned over to the Senior Lender in the form received (except for the endorsement of any Subordinated Creditor where necessary) for application to the Senior Indebtedness until such Senior Indebtedness is Paid in Full. (f) The Senior Lender and each Subordinated Creditor agree that this Section 6 shall not be construed in any way to limit or impair the right of (i) any Subordinated Creditor to bid for and purchase any portion of the Collateral at any private or judicial foreclosure upon such Collateral initiated by the Senior Lender, (ii) subject to Section 5 of this Agreement, any Subordinated Creditor to join (but not control) any foreclosure or other judicial lien enforcement proceeding with respect to such Collateral initiated by the Senior Lender thereon, so long as it does not delay or interfere with the exercise by the Senior Lender of its rights and (iii) subject to the terms of this Agreement, the right of any Subordinated Creditor to receive payments from the proceeds of the collection, sale or other disposition of Collateral. (g) Each Subordinated Creditor agrees that it will not require or allow any direct or indirect subsidiary of GEH (other than the other Obligors) to become an obligor of the Subordinated Indebtedness, including, without limitation, requiring or allowing any such subsidiary to guaranty the obligations of any Obligor under the Subordinated Indebtedness or to pledge assets to secure the repayment of the Subordinated Indebtedness, unless such subsidiary has become a borrower or obligor under the Senior Credit Agreement and other Senior Loan Documents and the Senior Lender has taken all steps necessary to perfect its Liens on such subsidiary’s assets, as determined by the Senior Lender in its reasonable discretion.

Action Concerning Collateral. (a) Notwithstanding Each Subordinated Creditor agrees that, notwithstanding any Lien now held or hereafter acquired by any Subordinated Creditor, until the Subordinated CreditorsSenior Lender Indebtedness has been Paid in Full, the Preferred Senior Lender may take possession of, sell, dispose of, and otherwise deal with all or any part of any collateral of the Subordinated CreditorCollateral, and may enforce any right or remedy available to it with respect to any Obligor or the Borrower or such collateralCollateral, all without notice to or consent of the any Subordinated Creditors Creditor except as specifically required by applicable law; provided, however, that if any such sale or disposition results in a cash surplus after the Senior Lender Indebtedness has been Paid in Full, to the extent permitted by law, such surplus shall be paid to Subordinated Creditors’ Collateral Agent, for application in accordance with the terms of the Subordinated Notes. (b) In addition, and without limiting the generality of the foregoing, each Subordinated Creditor agrees that, if (i) a Borrower an Obligor Default has occurred and is continuing, (ii) the Borrower any Obligor or the Preferred Senior Lender intends to sell or otherwise dispose of any collateral of the Secured Creditors Collateral to an unrelated third party outside the ordinary course of business, (iii) Preferred the Senior Lender has given written notice thereof to the Subordinated Creditors’ Collateral Agent, and (iv) the each Subordinated Creditors have Creditor has failed, within ten (10) business days after receipt by Subordinated Creditors’ Collateral Agent of such notice, to purchase for cash the Preferred Senior Lender Debt Indebtedness for the full amount thereofthereof (including, but not limited to, all outstanding principal, accrued and unpaid interest, fees, and costs, and an amount equal to all prepayment fees or premiums that would be payable if the Senior Lender Indebtedness was being repaid by the Obligors), each Subordinated Creditors Creditor shall be deemed to have consented to such sale or disposition, to have released any Lien it may have in such collateral Collateral and to have authorized the Preferred Senior Lender or its agents to file partial releases (and any related financing statements such as “in in-lieu” financing statements under Part 7 of Article 9 of the Uniform Commercial CodeCode (“UCC”)) with respect to such Collateral. (c) The Preferred Each Subordinated Creditor agrees that the purchase by a Subordinated Creditor of the Senior Lender Indebtedness shall be expressly made without representation or warranty of any kind by the Senior Lender as to the Senior Lender Indebtedness, the Collateral or otherwise and without recourse to the Senior Lender, except that the Senior Lender shall represent and warrant: (i) the amount of the Senior Lender Indebtedness being purchased from it (but without representation or warranty as to the collectability, validity or enforceability of such Senior Lender Indebtedness) and (ii) that the Senior Lender owns the Senior Lender Indebtedness free and clear of any Liens created by it. Each Subordinated Creditor agrees that, upon the purchase by a Subordinated Creditor of the Senior Lender Indebtedness, such Subordinated Creditor shall indemnify and hold harmless the Senior Lender from and against all loss, cost, damage or expense (including attorneys’ fees and legal expenses) suffered or incurred by the Senior Lender arising from or in any way related to the act or omissions of such Subordinated Creditor after the purchase. As a condition precedent to Senior Lender’s obligation to sell the Senior Lender Indebtedness to the Subordinated Creditors, (i) the Subordinated Creditors shall assume (pursuant to such assumption agreements as are acceptable to Senior Lender in Senior Lender’s reasonable discretion) all remaining funding obligations or commitments to the Obligors (whether contingent or otherwise), including, without limitation, all existing obligations (whether directly or indirectly) under or in respect of letters of credit or other credit accommodations provided to, or for the benefit or account of, any Obligor, and (ii) the Senior Lender shall be released (pursuant to such agreements as are acceptable to Senior Lender in Senior Lender’s reasonable discretion) from all such obligations and commitments. (d) Each Subordinated Creditor agrees that the Senior Lender shall have no duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured CreditorCollateral, and in no event shall the Preferred Senior Lender be deemed a any Subordinated Creditor’s agent with respect to any assets of Borrowerthe Collateral. All Each Subordinated Creditor agrees that all proceeds received by the Preferred Senior Lender with respect to any of Borrower’s assets Collateral may be applied, first, to pay or reimburse the Preferred Senior Lender for all costs and expenses (including reasonable attorneys’ fees) incurred by the Preferred Senior Lender in connection with the collection of such proceeds, and, second, to any Preferred Senior Lender Debt Indebtedness secured by the Senior Lender’s Lien in that Collateral in any order that it may choose. (e) Each Subordinated Creditor and the Senior Lender agree that, upon the occurrence and during the continuance of an event of default under the Subordinated Notes, which event of default is the result of the failure to make any payment of principal or interest with respect to Subordinated Indebtedness, subject at all times to the provisions of Section 3 and Section 4 of this Agreement and commencing 180 days after receipt by the Senior Lender of written notice from Subordinated Creditors’ Collateral Agent of such event of default with respect to the failure to make any payment of principal or interest under the Subordinated Notes, each Subordinated Creditor may accelerate the payment of its portion of the Subordinated Indebtedness and Subordinated Creditors’ Collateral Agent may take action to enforce its Liens on the Collateral, but, in the case of such action to enforce its Liens on the Collateral, only so long as the Senior Lender is not pursuing in good faith the exercise of its security interest in the Collateral or other remedies as a “secured creditor” under Article 9 of the UCC, or attempting to vacate any stay of enforcement of its Liens on, a material portion of the remaining Collateral, including, but not limited to, any or all of the following: solicitation of bids from third parties to conduct the liquidation of all or a material portion of the remaining Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers or other third parties for the purposes of valuing, marketing, promoting and selling a material portion of the remaining Collateral, the commencement of any action to foreclose on its Liens on all or any material portion of the remaining Collateral, notification of account debtors to make payments to the Senior Lender or its agents, any action to take possession of all or any material portion of the remaining Collateral or commencement of any legal proceedings or actions against or with respect to all or any material portion of the remaining Collateral; provided that, notwithstanding the foregoing, such 180 day period shall be tolled during such time as the Senior Lender or Subordinated Creditors’ Collateral Agent is stayed from enforcing its Liens on a material portion of the remaining Collateral. In addition to and not by way of limitation of the foregoing, each Subordinated Creditor agrees that at no time shall it take any action prejudicial to or inconsistent with the Senior Lender’s rights and senior priority secured position with respect to any Obligor or the assets or property of any Obligor including, but not limited to, that no Subordinated Creditor shall take any action that will impede, interfere with, restrict, or restrain the exercise by the Senior Lender of its rights and remedies under the Senior Credit Agreement or any other agreement, instrument or document evidencing or related to the Senior Lender Indebtedness. Each Subordinated Creditor agrees that, if any Subordinated Creditor shall attempt any remedies under a Subordinated Note or attempt any other action prohibited or restricted under this Agreement, any Obligor or the Senior Lender may interpose as a defense or plea the making of this Agreement and the Senior Lender may intervene and interpose such defense in its name or in the name of any Obligor or the Senior Lender may by virtue of this Agreement restrain the enforcement thereof in the name of any Obligor or the Senior Lender. Each Subordinated Creditor agrees that, notwithstanding anything to the contrary, any payment or distribution of cash, assets, securities (for clarification purposes, not those securities issuable upon conversion of its Subordinated Note) or other property of any Obligor received by any Subordinated Creditor as repayment of the Subordinated Indebtedness due to action taken by a Subordinated Creditor under this Section 6(e) prior to all Senior Lender Indebtedness being Paid in Full shall be held by such Subordinated Creditor in trust for and forthwith turned over to the Senior Lender in the form received (except for the endorsement of any Subordinated Creditor where necessary) for application to the Senior Indebtedness until such Senior Indebtedness is Paid in Full. (f) The Senior Lender and each Subordinated Creditor agree that this Section 6 shall not be construed in any way to limit or impair the right of (i) any Subordinated Creditor to bid for and purchase any portion of the Collateral at any private or judicial foreclosure upon such Collateral initiated by the Senior Lender, (ii) subject to Section 5 of this Agreement, any Subordinated Creditor to join (but not control) any foreclosure or other judicial lien enforcement proceeding with respect to such Collateral initiated by the Senior Lender thereon, so long as it does not delay or interfere with the exercise by the Senior Lender of its rights and (iii) subject to the terms of this Agreement, the right of any Subordinated Creditor to receive payments from the proceeds of the collection, sale or other disposition of Collateral. (g) Each Subordinated Creditor agrees that it will not require or allow any direct or indirect subsidiary of GEH (other than the other Obligors) to become an obligor of the Subordinated Indebtedness, including, without limitation, requiring or allowing any such subsidiary to guaranty the obligations of any Obligor under the Subordinated Indebtedness or to pledge assets to secure the repayment of the Subordinated Indebtedness, unless such subsidiary has become a Credit Party (as defined in the Senior Credit Agreement) under the Senior Credit Agreement and other Senior Loan Documents and the Senior Lender has taken all steps necessary to perfect its Liens on such subsidiary’s assets, as determined by the Senior Lender in its reasonable discretion.

Action Concerning Collateral. (a) Notwithstanding any Lien now held or hereafter acquired by Until the Subordinated Creditors, the Preferred Lender may take possession of, sell, dispose ofIndebtedness has been paid in full, and otherwise deal with all the Lender has released its Lien in the Collateral, whether or not any part of Proceeding has been commenced by or against any collateral of the Loan Party, Subordinated Creditor, and may enforce Creditors will not: (i) exercise or seek to exercise any right rights or remedy available to it remedies with respect to any Collateral (including taking any Enforcement Action with respect to any Collateral); (ii) commence or join with any person (other than Lender) in commencing, or filing a petition for, any Proceeding against any Loan Party; (iii) contest, protest, or object to any Enforcement Action by Lender; and (iv) object to (and waive any and all claims with respect to) the Borrower or such collateral, all without notice to or consent of the Subordinated Creditors except as specifically required forbearance by applicable lawLender from taking any Enforcement Action. (b) In additionUntil the Lender Indebtedness has been paid in full, and without limiting the generality of the foregoing, if (i) a Borrower Default has occurred and is continuing, (ii) the Borrower or the Preferred Lender intends to sell or otherwise dispose of any collateral of the Secured Creditors to an unrelated third party outside the ordinary course of business, (iii) Preferred Lender has given written notice thereof to released its Lien in the Subordinated CreditorsCollateral, and (iv) the Subordinated Creditors have failed, within ten (10) days after receipt of such notice, to purchase for cash the Preferred Lender Debt for the full amount thereofwhether or not a Proceeding has been commenced by or against any Loan Party, the Subordinated Creditors Lender shall be deemed have the exclusive right to have consented to such sale or disposition, to have released any Lien it may have in such collateral and to have authorized the Preferred Lender or its agents to file partial releases (and any related financing statements such as “in lieu” financing statements under Part 7 of Article 9 of the Uniform Commercial Code) take Enforcement Actions with respect to the Collateral without any consultation with or the consent of any Subordinated Creditor. In connection with any Enforcement Action, the Lender may enforce the provisions of the Lender Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of its sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. (c) The Preferred Lender shall have no duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured CreditorCollateral, and in no event shall the Preferred Lender be deemed a either Subordinated Creditor’s agent with respect to any assets of Borrowerthe Collateral. All proceeds received by the Preferred Lender with respect to any of Borrower’s assets Collateral may be applied, first, to pay or reimburse the Preferred Lender for all costs and expenses (including reasonable attorneys’ fees) incurred by the Preferred Lender in connection with the collection of such proceeds, and, second, to any Preferred the Lender Debt Indebtedness secured by the Lender’s Lien in that Collateral in any order that it may choose. Each Subordinated Creditor hereby agrees that, until the payment in full of the Lender Indebtedness, and Lender has released its Lien in the Collateral, Lender may dispose of, and exercise any other rights with respect to, any or all of the Collateral, free of the Liens of Subordinated Creditors; provided that each Subordinated Creditor retains any rights and Liens it may have as a junior secured creditor with respect to the Subordinated Indebtedness with respect to the surplus, if any, arising from any such disposition or enforcement. (d) Upon any disposition of any of the Collateral by Lender, each Subordinated Creditor (i) agrees, if requested, to execute and promptly (and in any event within three business days of any request) deliver any and all releases or other documents or agreements which Lender deems reasonably necessary to accomplish a disposition thereof free of the Liens of such Subordinated Creditor, and (ii) authorizes Lender to record, or cause to have recorded, any UCC financing statements which Lender deems reasonably necessary to accomplish a disposition thereof free of the Liens of such Subordinated Creditor. Each Subordinated Creditor agrees that any funds of Company which it obtains through the exercise of any right of setoff or other similar right constitute Collateral, and Subordinated Creditor shall immediately pay such funds to Lender to be applied to the outstanding Lender Indebtedness. (e) Each Subordinated Creditor shall: (i) upon the request of the Lender in connection with a sale by any Loan Party (including any Loan Party, as a debtor-in-possession) of all or any portion of the Collateral and/or in connection with the repayment of the Lender Indebtedness through any of the refinance of the Lender Indebtedness, including, without limitation, the proceeds of debtor-in-possession financing, or from the proceeds of a sale of the assets of any Loan Party, any transaction contemplated by Section 8 hereof, or otherwise (each, a “Transaction”), and concurrent with the closing of a Transaction, release or otherwise terminate its Liens on such Collateral (if any); provided however that in the event of a refinancing of the Lender Indebtedness whereby the Subordinated Indebtedness is not repaid in full, Subordinated Creditors shall execute a subordination agreement on terms and conditions similar to this Agreement (the “Replacement Subordination Agreement”); (ii) promptly deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release (collectively, “Release Documents”), or in the event of a refinancing of the Lender Indebtedness whereby the Subordinated Indebtedness is not repaid in full, Subordinated Creditors shall execute the Replacement Subordination Agreement, and take such further actions as the Lender shall reasonably require in order to release and/or terminate and/or subordinate Subordinated Creditors’ Liens on the Collateral (if any) subject to such Transaction; and (iii) regardless of whether the Subordinated Creditors have delivered the releases or Replacement Subordination Agreement contemplated by clauses (i) and (ii), and regardless of whether or not there are any proceeds available to Subordinated Creditors after giving effect to the repayment of all or any portion of the Lender Indebtedness to repay the Subordinated Indebtedness, each Subordinated Creditor shall be deemed to have consented under the Subordinated Note and other Subordinated Loan Documents to such Transaction free and clear of each such Subordinated Creditor’s Lien and to have waived the provisions of the Subordinated Note and other Subordinated Loan Documents to the extent necessary to permit such Transaction, and each Subordinated Creditor hereby irrevocably authorizes and empowers Lender, at Lender’s option and in Lender’s sole discretion, as attorney in fact for such Subordinated Creditor to execute such releases if not provided by the Subordinated Creditor. (f) In the event of any loss or damage to the Collateral, Lender may make proof of loss and adjust and compromise any insurance claim using its reasonable commercial judgment, to the extent permitted to do so pursuant to the terms and conditions of the Credit Agreement, and apply any proceeds from any insurance claim to reduce the Lender Indebtedness. Each Subordinated Creditor hereby irrevocably authorizes and empowers Lender, at Lender’s option and in Lender’s sole discretion, as attorney-in-fact for such Subordinated Creditor, to make proof of such loss, to adjust and compromise any claim under insurance policies using its reasonable commercial judgment, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Lender’s expenses incurred in the collection of such proceeds. (g) Anything to the contrary in this Section 7 notwithstanding, any Subordinated Creditor may: (i) if a Proceeding has been commenced by or against any Loan Party, file a claim or statement of interest with respect to the Subordinated Indebtedness; (ii) take any action (not adverse to the priority status of the Liens on the Collateral securing the Lender Indebtedness, or the rights of Lender to undertake Enforcement Actions) in order to create or perfect its Lien in and to the Collateral; (iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Subordinated Creditors, including any claims secured by the Collateral, if any; (iv) vote on any plan of reorganization and make any filings and motions that are, in each case, not in contravention of the provisions of this Agreement, with respect to the Subordinated Indebtedness and the Collateral; and (v) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by Lender to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with an Enforcement Action by Lender (it being understood that no Subordinated Creditor shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein). (h) No Subordinated Creditor shall be permitted to retain any proceeds of Collateral in connection with any Enforcement Action unless and until the Lender’s Indebtedness has been paid in full and the Lender has released its Lien in the Collateral, and any such proceeds received or retained in any other circumstance will be subject to Section 7(c). (i) Subject to any specific provision of this Agreement to the contrary, each Subordinated Creditor hereby: (i) agrees that the Subordinated Creditors will not take any action that would restrain, hinder, limit, delay, or otherwise interfere with any Enforcement Action by Lender, or that is otherwise not prohibited hereunder, including any Disposition of the Collateral, whether by foreclosure or otherwise; (ii) subject to subsection (k) hereof, waives any and all rights it or the Subordinated Creditors may have as a junior lien creditor or otherwise to object to the manner in which Lender seeks to enforce or collect the Lender Indebtedness or the Liens securing the Lender Indebtedness granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of Lender is adverse to the interest of the Subordinated Creditors; (iii) waives any and all rights it may have to oppose, object to, or seek to restrict the Lender from exercising their rights to set off or credit bid their debt; and (iv) acknowledges and agrees that no covenant, agreement or restriction contained in the Subordinated Loan Documents (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of Lender with respect to the Collateral as set forth in this Agreement and the Lender Loan Documents. (j) Except as set forth in Sections 7(g) and 8, Subordinated Creditors may exercise rights and remedies as unsecured creditors generally against any Loan Party in accordance with the terms of the Subordinated Loan Documents and applicable law so long as doing so is not, directly or indirectly, inconsistent with the terms of this Agreement; provided, that in the event that any Subordinated Creditor becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Subordinated Indebtedness, such judgment Lien shall be subject to the terms of this Agreement for all purposes as the other Liens securing the Subordinated Indebtedness. (k) Lender agrees that any Enforcement Action by Lender with respect to Collateral subject to Article 9 of the UCC shall be conducted by Lender in a commercially reasonable manner. Lender shall provide reasonable prior notice to Subordinated Creditors of its initial material Enforcement Action.

Action Concerning Collateral. (a) Notwithstanding any Lien now held or hereafter acquired by the any Subordinated CreditorsCreditor, the Preferred Lender Bank may take possession of, sell, dispose of, and otherwise deal with all or any part of any collateral of the Subordinated CreditorCollateral, and may enforce any right or remedy available to it with respect to the Borrower or such collateralthe Collateral, all without notice to or consent of the any Subordinated Creditors Creditor except as specifically required by applicable law. (b) In addition, and without limiting the generality of the foregoing, if (i) a Borrower Default an “Event of Default” (as defined in the Senior Financing Agreement) has occurred and is continuing, and (ii) the Borrower or the Preferred Lender Bank intends to sell or otherwise dispose of any collateral of the Secured Creditors to an unrelated third party Collateral outside the ordinary course of business, (iii) Preferred Lender has given written notice thereof to the each Subordinated Creditors, and (iv) the Subordinated Creditors have failed, within ten (10) days after receipt of such notice, to purchase for cash the Preferred Lender Debt for the full amount thereof, the Subordinated Creditors Creditor shall be deemed to have consented to such sale or disposition, to have released any Lien it may have in such collateral Collateral and to have authorized the Preferred Lender Bank or its agents to file partial releases (and any related financing statements such as “in lieu” financing statements under Part 7 of Article 9 of the Uniform Commercial Codestatements) with respect to such Collateral. Bank, or any of its officers, employees or agents on behalf of Bank, is hereby irrevocably appointed as the attorney in fact (which appointment is coupled with an interest) for each Subordinated Creditor to file such partial releases (and any related financing statements) with respect to such Collateral. In the event, at the request of Borrower, Bank otherwise releases any of its security for the Senior Debt which constitutes part or all of the security for any or all of the Subordinated Debt, each Subordinated Creditor shall thereupon promptly execute and deliver to Borrower such termination statements and releases as Bank shall request to release such Subordinated Creditor’s Lien against such property of Borrower. (c) The Preferred Lender Bank shall have no duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured CreditorCollateral, and in no event shall the Preferred Lender Bank be deemed a any Subordinated Creditor’s agent with respect to any assets of Borrowerthe Collateral. All proceeds received by Bank with respect to any Collateral may be applied to the Preferred Lender existing Senior Debt in such manner of application as Bank may deem appropriate in its sole discretion. Each Subordinated Creditor acknowledges and agrees that: (i) Bank makes no representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Collateral or the Liens upon any Collateral; (ii) in no event shall Bank be liable for its actions with respect to the Collateral, and Bank shall not have any liability to any Subordinated Creditor for any losses, damages, claims, or liability of any kind to the extent arising out of the holding of Collateral; (iii) Bank is not acting as a pledgeholder for any Subordinated Creditor with respect to any Collateral; and (iv) each Subordinated Creditor shall promptly deliver to Bank any Collateral that is now in, or in the future comes into, its possession or control other than to the extent constituting Reorganization Securities or Permitted Payments (unless otherwise prohibited under this Agreement). No Subordinated Creditor will oppose, interfere with or otherwise attempt to prevent Bank from enforcing its security interests in or Liens on any of the Collateral or otherwise realizing upon any of the Collateral to the extent such actions are not inconsistent with the terms of this Agreement. Each Subordinated Creditor hereby assumes responsibility for keeping itself informed of the financial condition of Borrower and of all other circumstances bearing upon the risk of nonpayment of the Subordinated Debt, and each Subordinated Creditor hereby agrees that Bank shall have no duty to advise any Subordinated Creditor of any information regarding such condition or any such circumstances. (d) The parties hereto agree that it is their intention that the Collateral and the collateral pledged to each Subordinated Creditor by Borrower be identical and each Subordinated Creditor agrees not to take a Lien on the property of Borrower if Bank does not have a Lien on such property. In furtherance of the foregoing and Section 26, each Subordinated Creditor shall, subject to the other terms and conditions of this Agreement, upon request by Bank, cooperate in good faith from time to time in order to determine the specific items included in the Collateral and the collateral pledged to any Subordinated Creditor by Borrower and the steps taken or to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Senior Debt Agreements and the Subordinated Debt Agreements. During the term of this Agreement, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Borrower, the parties hereto agree that Borrower shall not grant or suffer to exist any additional Liens on any asset to secure any Subordinated Debt unless Borrower also offers to grant, and, at the option of Bank, grants a Lien on such asset to secure the Senior Debt concurrently with the grant of a Lien thereon in favor of any Subordinated Creditor in accordance with the priorities set forth in this Agreement. To the extent that the foregoing terms and conditions are not complied with for any reason, without limiting any other rights and remedies available to Bank, each Subordinated Creditor agrees that any amounts received by or distributed to it pursuant to or as a result of Liens granted in contravention of this Section 6(d) shall be subject to the other terms and conditions of this Agreement. (e) In the event of the occurrence of any casualty with respect to any of Borrower’s assets may be appliedthe Collateral, firsteach Subordinated Creditor agrees that Bank shall have the sole and exclusive right to adjust, to pay compromise or reimburse the Preferred Lender for all costs and expenses (including reasonable attorneys’ fees) incurred by the Preferred Lender in connection settle any such loss with the collection insurer thereof, and to collect and receive the proceeds from such insurer and apply such proceeds as set forth in the Senior Debt Agreements. Any insurer shall be fully protected if it acts in reliance on the terms of such proceeds, and, second, to any Preferred Lender Debt in any order that it may choosethis Section 6(e).

Action Concerning Collateral. (a) Notwithstanding any Lien now held or hereafter acquired by the Subordinated CreditorsCreditor, the Preferred Lender may take possession of, sell, dispose of, and otherwise deal with all or any part of any collateral of the Subordinated CreditorCollateral, and may enforce any right or remedy available to it with respect to the any Borrower or such collateralthe Collateral, all without notice to or consent of the Subordinated Creditors except as specifically required by applicable law. (b) In addition, and without limiting the generality of the foregoing, if (i) a Borrower Default has occurred and is continuing, (ii) the a Borrower or the Preferred Lender intends to sell or otherwise dispose of any collateral of the Secured Creditors Collateral to an unrelated third party outside the ordinary course of business, (iii) Preferred the Lender has given written notice thereof to the Subordinated CreditorsCreditor, and (iv) the Subordinated Creditors have failed, within ten (10) days after receipt of such notice, to purchase for cash the Preferred Lender Debt Indebtedness for the full amount thereof, the Subordinated Creditors shall be deemed to have consented to such sale or disposition, to have released any Lien it may have in such collateral Collateral and to have authorized the Preferred Lender or and its agents to file partial releases (and any related financing statements such as “in lieu” financing statements under Part 7 of Article 9 of the Uniform Commercial Code) with respect to such Collateral. (c) The Preferred Lender shall have no duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured CreditorCollateral, and in no event shall the Preferred Lender be deemed a the Subordinated Creditor’s Creditors’ agent with respect to any assets of Borrowerthe Collateral. All proceeds received by the Preferred Lender with respect to any of Borrower’s assets Collateral may be applied, first, to pay or reimburse the Preferred Lender for all costs and expenses (including reasonable attorneys’ fees) incurred by the Preferred Lender in connection with the collection of such proceeds, and, second, to any Preferred Lender Debt Indebtedness secured by the Lender’s Lien in that Collateral in any order that it may choose.

Action Concerning Collateral. (a) Notwithstanding any Lien now held or hereafter acquired by the Subordinated CreditorsCreditor, the Preferred Lender may take possession of, sell, dispose of, and otherwise deal with all or any part of any collateral of the Subordinated CreditorCollateral, and may enforce any right or remedy available to it with respect to the any Borrower or such collateralthe Collateral, all without with notice to or and/or consent of the Subordinated Creditors except as Creditor only to the extent, if any, specifically required by applicable law. (b) In addition, and without limiting the generality of the foregoing, if (i) a Borrower Default has occurred and is continuing, (ii) the a Borrower or the Preferred Lender intends to sell or otherwise dispose of any collateral of the Secured Creditors Collateral to an unrelated third party outside the ordinary course of business, (iii) Preferred the Lender has given written notice thereof to the Subordinated CreditorsCreditor, and (iv) the Subordinated Creditors have Creditor has failed, within ten (10) days after receipt of such notice, to purchase for cash the Preferred Lender Debt Indebtedness for the full amount thereof, the Subordinated Creditors Creditor shall be deemed to have consented to such sale or disposition, to have released any Lien it he may have in such collateral Collateral and to have authorized the Preferred Lender or and its agents to file partial releases (and any related financing statements such as “in lieu” financing statements under Part 7 of Article 9 of the Uniform Commercial Code) with respect to such Collateral. (c) The Preferred Lender shall have no duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured CreditorCollateral, and in no event shall the Preferred Lender be deemed a the Subordinated Creditor’s agent with respect to any assets of Borrowerthe Collateral. All proceeds received by the Preferred Lender with respect to any of Borrower’s assets Collateral may be applied, first, to pay or reimburse the Preferred Lender for all costs and expenses (including reasonable attorneys’ fees) incurred by the Preferred Lender in connection with the collection of such proceeds, and, second, to any Preferred Lender Debt Indebtedness secured by the Liens of the Lender in that Collateral, in any order that it the Lender may choose.

Action Concerning Collateral. (a) Notwithstanding any Lien now held or hereafter acquired by the Subordinated Creditors, the Preferred Lender may take possession of, sell, dispose of, and otherwise deal with all or any part of any collateral of the Subordinated CreditorCollateral, and may enforce any right or remedy available to it with respect to the any Borrower or such collateralthe Collateral, all without notice to or consent of the Subordinated Creditors except as specifically required by applicable law. (b) In addition, and without limiting the generality of the foregoing, if (i) a Borrower Default has occurred and is continuing, (ii) the a Borrower or the Preferred Lender intends to sell or otherwise dispose of any collateral of the Secured Creditors Collateral to an unrelated third party outside the ordinary course of business, (iii) Preferred the Lender has given written notice thereof to the Subordinated Creditors, and (iv) the Subordinated Creditors have failed, within ten (10) days after receipt of such notice, to purchase for cash the Preferred Lender Debt Indebtedness for the full amount thereof, the Subordinated Creditors shall be deemed to have consented to such sale or disposition, to have released any Lien it may have in such collateral Collateral and to have authorized the Preferred Lender or and its agents to file partial releases (and any related financing statements such as “in lieu” financing statements under Part 7 of Article 9 of the Uniform Commercial Code) with respect to such Collateral. (c) The Preferred Lender shall have no duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured CreditorCollateral, and in no event shall the Preferred Lender be deemed a the Subordinated Creditor’s Creditors’ agent with respect to any assets of Borrowerthe Collateral. All proceeds received by the Preferred Lender with respect to any of Borrower’s assets Collateral may be applied, first, to pay or reimburse the Preferred Lender for all costs and expenses (including reasonable attorneys’ fees) incurred by the Preferred Lender in connection with the collection of such proceeds, and, second, to any Preferred Lender Debt Indebtedness secured by the Lender’s Lien in that Collateral in any order that it may choose.

Action Concerning Collateral. (a) Notwithstanding any Lien now held or hereafter acquired by the Subordinated CreditorsCreditor, the Preferred Senior Lender may take possession of, sell, dispose of, and otherwise deal with all or any part of any collateral of the Subordinated CreditorCollateral, and may enforce any right or remedy available to it with respect to the Borrower or such collateralthe Collateral, all without notice to or consent of the Subordinated Creditors Creditor except as specifically required by applicable lawlaw and except for ten (10) business days notice prior to sale or disposal of any Collateral to an unrelated third party outside the ordinary course of business. (b) In addition, and without limiting the generality of the foregoing, if (i) a Borrower Default has occurred and is continuing, (ii) the Borrower or the Preferred Lender intends to sell or otherwise dispose of any collateral of the Secured Creditors Collateral to an unrelated third party outside the ordinary course of business, (iii) Preferred the Senior Lender has given written notice thereof to the Subordinated CreditorsCreditor, and (iv) the Subordinated Creditors have Creditor has failed, within ten (10) business days after receipt of such notice, to purchase for cash the Preferred Senior Lender Debt Indebtedness for the full amount thereof, the Subordinated Creditors Creditor shall be deemed to have consented to such sale or disposition, to have released any Lien it may have in such collateral Collateral and to have authorized the Preferred Senior Lender or its agents to file partial releases (and any related financing statements such as “in "in-lieu” " financing statements under Part 7 of Article 9 of the Uniform Commercial Code) with respect to such Collateral. In the event the Subordinated Creditor purchases the Senior Lender Indebtedness, the Senior Lender shall simultaneously execute and deliver appropriate assignment documents to the Subordinated Creditor and promptly file the appropriate assignments of its UCC-1 financing statement. (c) The Preferred Except as required by applicable law, the Senior Lender shall have no duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured CreditorCollateral, and in no event shall the Preferred Senior Lender be deemed a the Subordinated Creditor’s 's agent with respect to any assets of Borrowerthe Collateral. All proceeds received by the Preferred Senior Lender with respect to any of Borrower’s assets Collateral may be applied, first, to pay or reimburse the Preferred Senior Lender for all costs and expenses (including reasonable attorneys’ ' fees) incurred by the Preferred Senior Lender in connection with the collection of such proceeds, and, second, to any Preferred Senior Lender Debt Indebtedness secured by the Senior Lender's Lien in that Collateral, in any order that it may choose.

Action Concerning Collateral. (a) Notwithstanding Each Subordinated Creditor agrees that, notwithstanding any Lien now held or hereafter acquired by any Subordinated Creditor, until the Subordinated CreditorsSenior Lender Indebtedness has been Paid in Full, the Preferred Senior Lender may take possession of, sell, dispose of, and otherwise deal with all or any part of any collateral of the Subordinated CreditorCollateral, and may enforce any right or remedy available to it with respect to any Obligor or the Borrower or such collateralCollateral, all without notice to or consent of the any Subordinated Creditors Creditor except as specifically required by applicable law; provided, however, that if any such sale or disposition results in a cash surplus after the Senior Lender Indebtedness has been Paid in Full, to the extent permitted by law, such surplus shall be paid to Amatis, for application in accordance with the terms of the Subordinated Notes. (b) In addition, and without limiting the generality of the foregoing, each Subordinated Creditor agrees that, if (i) a Borrower an Obligor Default has occurred and is continuing, (ii) the Borrower any Obligor or the Preferred Senior Lender intends to sell or otherwise dispose of any collateral of the Secured Creditors Collateral to an unrelated third party outside the ordinary course of business, (iii) Preferred the Senior Lender has given written notice thereof to the Subordinated CreditorsAmatis, and (iv) the each Subordinated Creditors have Creditor has failed, within ten (10) business days after receipt by Amatis of such notice, to purchase for cash the Preferred Senior Lender Debt Indebtedness for the full amount thereofthereof together with the Senior Lender’s interest in the Collateral, the each Subordinated Creditors Creditor shall be deemed to have consented to such sale or disposition, to have released any Lien it may have in such collateral Collateral and to have authorized the Preferred Senior Lender or its agents to file partial releases (and any related financing statements such as “in in-lieu” financing statements under Part 7 of Article 9 of the Uniform Commercial Code) with respect to such Collateral. (c) The Preferred Each Subordinated Creditor agrees that the purchase by a Subordinated Creditor of the Senior Lender Indebtedness shall be expressly made without representation or warranty of any kind by the Senior Lender as to the Senior Lender Indebtedness, the Collateral or otherwise and without recourse to the Senior Lender, except that the Senior Lender shall represent and warrant: (i) the amount of the Senior Lender Indebtedness being purchased from it (but without representation or warranty as to the collectability, validity or enforceability of such Senior Lender Indebtedness) and (ii) that the Senior Lender owns the Senior Lender Indebtedness free and clear of any Liens created by it. Each Subordinated Creditor agrees that, upon the purchase by a Subordinated Creditor of the Senior Lender Indebtedness, such Subordinated Creditor shall indemnify and hold harmless the Senior Lender from and against all loss, cost, damage or expense (including attorneys’ fees and legal expenses) suffered or incurred by the Senior Lender arising from or in any way related to the act or omissions of such Subordinated Creditor after the purchase. (d) Each Subordinated Creditor agrees that the Senior Lender shall have no duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the assets of Borrower, whether or not they comprise collateral for a Secured CreditorCollateral, and in no event shall the Preferred Senior Lender be deemed a any Subordinated Creditor’s agent with respect to any assets of Borrowerthe Collateral. All Each Subordinated Creditor agrees that all proceeds received by the Preferred Senior Lender with respect to any of Borrower’s assets Collateral may be applied, first, to pay or reimburse the Preferred Senior Lender for all costs and expenses (including reasonable attorneys’ fees) incurred by the Preferred Senior Lender in connection with the collection of such proceeds, and, second, to any Preferred Senior Lender Debt Indebtedness secured by the Senior Lender’s Lien in that Collateral in any order that it may choose. (e) Each Subordinated Creditor and the Senior Lender agree that, upon the occurrence and during the continuance of an event of default under the Subordinated Notes, which event of default is the result of the failure to make any payment of principal or interest with respect to Subordinated Indebtedness, subject at all times to the provisions of Section 3 and Section 4 and commencing 180 days after receipt by the Senior Lender of written notice from Amatis of such event of default with respect to the failure to make any payment of principal or interest under the Subordinated Notes, each Subordinated Creditor may accelerate the payment of its portion of the Subordinated Indebtedness and Amatis may take action to enforce its Liens on the Collateral, but, in the case of such action to enforce its Liens on the Collateral, only so long as the Senior Lender is not pursuing in good faith the exercise of its security interest in the Collateral or other remedies as a “secured creditor” under Article 9 of the UCC, or attempting to vacate any stay of enforcement of its Liens on, a material portion of the remaining Collateral, including, but not limited to, any or all of the following: solicitation of bids from third parties to conduct the liquidation of all or a material portion of the remaining Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers or other third parties for the purposes of valuing, marketing, promoting and selling a material portion of the remaining Collateral, the commencement of any action to foreclose on its Liens on all or any material portion of the remaining Collateral, notification of account debtors to make payments to the Senior Lender or its agents, any action to take possession of all or any material portion of the remaining Collateral or commencement of any legal proceedings or actions against or with respect to all or any material portion of the remaining Collateral; provided that, notwithstanding the foregoing, such 180 day period shall be tolled during such time as the Senior Lender or Amatis is stayed from enforcing its Liens on a material portion of the remaining Collateral. In addition to and not by way of limitation of the foregoing, each Subordinated Creditor agrees that at no time shall it take any action prejudicial to or inconsistent with the Senior Lender’s rights and senior priority secured position with respect to any Obligor or the assets or property of any Obligor including, but not limited to, that no Subordinated Creditor shall take any action that will impede, interfere with, restrict, or restrain the exercise by the Senior Lender of its rights and remedies under the Credit Agreement or any other agreement, instrument or document evidencing or related to the Senior Lender Indebtedness. Each Subordinated Creditor agrees that, if any Subordinated Creditor shall attempt any remedies under a Subordinated Note or attempt any other action prohibited or restricted under this Agreement, any Obligor or the Senior Lender may interpose as a defense or plea the making of this Agreement and the Senior Lender may intervene and interpose such defense in its name or in the name of any Obligor or the Senior Lender may by virtue of this Agreement restrain the enforcement thereof in the name of any Obligor or the Senior Lender. Each Subordinated Creditor agrees that, notwithstanding anything to the contrary, any payment or distribution of cash, assets, securities (for clarification purposes, not those securities issuable upon conversion of its Subordinated Note) or other property of any Obligor received by any Subordinated Creditor as repayment of the Subordinated Indebtedness due to action taken by a Subordinated Creditor under this Section 6(e) prior to all Senior Lender Indebtedness being Paid in Full shall be held by such Subordinated Creditor in trust for and forthwith turned over to the Senior Lender in the form received (except for the endorsement of any Subordinated Creditor where necessary) for application to the Senior Indebtedness until such Senior Indebtedness is Paid in Full. (f) The Senior Lender and each Subordinated Creditor agree that this Section 6 shall not be construed in any way to limit or impair the right of (i) any Subordinated Creditor to bid for and purchase any portion of the Collateral at any private or judicial foreclosure upon such Collateral initiated by the Senior Lender, (ii) subject to Section 5, any Subordinated Creditor to join (but not control) any foreclosure or other judicial lien enforcement proceeding with respect to such Collateral initiated by the Senior Lender thereon, so long as it does not delay or interfere with the exercise by the Senior Lender of its rights and (iii) subject to the terms of this Agreement, the right of any Subordinated Creditor to receive payments from the proceeds of the collection, sale or other disposition of Collateral. (g) Each Subordinated Creditor agrees that it will not require or allow any direct or indirect subsidiary of GEH (other than the Obligors) to become an obligor of the Subordinated Indebtedness, including without limitation, requiring or allowing any such subsidiary to guaranty the obligations of any Obligor under the Subordinated Indebtedness or to pledge assets to secure the repayment of the Subordinated Indebtedness, unless such subsidiary has become a Borrower (as defined in the Credit Agreement) and the Senior Lender has taken all steps necessary to perfect its Liens on such subsidiary’s assets, as determined by the Senior Lender in its reasonable discretion.