Common use of Additional Provisions Concerning Subordination Clause in Contracts

Additional Provisions Concerning Subordination. (a) Each of the Subordinated Lender and the Debtors agrees that upon the occurrence of any Insolvency Event: (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii) any payment or distribution of assets of the Debtors, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtors, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated Lender. (b) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the Subordinated Lender in respect of the Subordinated Obligations, the Subordinated Lender forthwith shall deliver the same to the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the Subordinated Lender.

Additional Provisions Concerning Subordination. Without limiting any other term or provision in this Agreement: (a) Each of the The Subordinated Lender Lenders and the Debtors agrees Issuer hereby agree that upon the occurrence of any Insolvency Event: (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to any of the Subordinated Obligations; and (ii) any payment or distribution of assets of the Debtorsany Credit Party of any kind or character, whether in cash, property or securities, to which the any Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorssuch Credit Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to Senior Lender for application against the Senior LenderObligations (in accordance with the terms of the applicable Senior Loan Documents), to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the any Subordinated Lender, and (x) each Subordinated Lender hereby unconditionally authorizes, empowers and directs all trustees, receivers, custodians, conservators, or any other Persons having authority over the property of any Credit Party to effect delivery of all such payments and distributions to Senior Lender and (y) each Subordinated Lender agrees to execute and deliver to Senior Lender such further instruments as may be requested by Senior Lender to confirm the authorization referred to in the foregoing clause (x). (b) If Upon the occurrence of any Insolvency Proceeding commenced by or against any Credit Party: (i) each Subordinated Lender irrevocably authorizes and empowers Senior Lender to demand, xxx for, collect and receive every payment or distribution on account of any of the Subordinated Obligations payable or deliverable in connection with such event or proceeding, until the Senior Obligations are paid in full, and give acquittance therefor; (ii) each Subordinated Lender irrevocably authorizes and empowers Senior Lender to file claims and proofs of claim in any such Insolvency Proceeding and take such other actions, in its own name, or in the name of the Subordinated Lenders or otherwise, as Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on Senior Lender to take any such action; (iii) each Subordinated Lender shall take such action, duly and promptly, as Senior Lender may request from time to time: (A) to collect the Subordinated Obligations for the account of the Senior Lenders until the Senior Obligations are paid in full; and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations and deliver copies of any such proofs of claim to Senior Lender; and (iv) each Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as Senior Lender may request to enable Senior Lender to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions, until the Senior Obligations are paid in full, which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) Except as otherwise expressly permitted by the terms hereof, if any payment or distribution, whether consisting of money, property or securities, shall be collected or received by or come into the custody, control or possession of any Subordinated Lender in respect of the Subordinated Obligations, the such Subordinated Lender shall forthwith shall deliver the same to Senior Lender for application against the Senior LenderObligations, in the exact form received, duly indorsed endorsed to the Senior Lender, if required, in each case to be applied to the payment or prepayment of the applicable Senior Obligations in accordance with the terms of the applicable Senior Loan Documents until the such Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender as the property of the Senior LenderLenders, segregated from other funds and property held by the such Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Each of the Subordinated Lender and the Debtors agrees that All payments or distributions upon the occurrence of any Insolvency Event: (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii) Obligations which are received by any payment or distribution Subordinated Creditor contrary to the provisions of assets this Agreement shall be received in trust for the benefit of the Debtors, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereofAgent, shall be segregated from other funds and property held by such Subordinated Creditor and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or delivered by held as collateral (in the Debtors, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent case of securities or other Person making such payment or distribution, directly to the Senior Lender, non-cash property) to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated Lender. (b) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the Subordinated Lender in respect of the Subordinated Obligations, the Subordinated Lender forthwith shall deliver the same to the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, to be applied to for the payment or prepayment of the Senior Obligations until the Senior Obligations are paid shall have been Paid in full. Until so deliveredFull. (b) The Agent is hereby authorized to demand specific performance of this Agreement at any time when any Subordinated Creditor or any Obligor shall have failed to comply with any of the provisions of this Agreement applicable to such Subordinated Creditor or such Obligor, as the case may be, whether or not the particular Subordinated Creditor or the particular Obligor against whom such payment or distribution relief is sought shall be held in trust by have complied with any of the provisions hereof, and the Subordinated Lender Creditors and the Obligors hereby irrevocably waive any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance. (c) Borrower shall promptly notify Agent of (i) any facts known to Borrower that would cause a payment with respect to the property Subordinated Obligations to violate this Agreement or (ii) any default under any Subordinated Document, but failure to give such notice shall not affect the terms of this Agreement. The Subordinated Creditors undertake to notify the Agent of the occurrence of any event of default under the Subordinated Obligations, but the Subordinated Creditors shall not incur any liability hereunder for failure to provide such notification. (d) Whenever a distribution is to be made or a notice given to any holders of Senior Obligations with respect to the Senior Obligations, the distribution may be made and the notice given to the Agent. (e) Agent and Lenders may do any of the following from time to time without the consent of or notice to the Subordinated Creditors, without incurring responsibility to Subordinated Creditor and without impairing or releasing any of Agent’s or any Lender’s rights or any of the obligations of the Subordinated Creditors hereunder: (i) change any of the terms of the Senior LenderObligations, segregated including but not limited to the amount, manner, place or terms of payment, the time of payment, or any renewal or other alteration of the Senior Obligations in any respect; (ii) sell, exchange, release or otherwise deal with all or any part of the Collateral; (iii) exercise or refrain from other funds and property held by exercising any rights against Borrower or others (including without limitation, the Subordinated LenderCreditors); and (iv) apply any sums received, by whomsoever paid or howsoever realized, to the Senior Obligations. Neither Agent nor any of the Lenders shall at any time be required to institute suit or exercise or exhaust remedies against any Person obligated to pay any of the Senior Obligations prior to exercising its rights under or receiving the benefits of this Agreement.

Additional Provisions Concerning Subordination. (a) Each of the Debtors and Subordinated Lender and the Debtors agrees agree that upon the occurrence of any Insolvency Event: (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii) any payment or distribution of assets of the Debtors, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtors, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated Lender. (b) Upon the occurrence of any Insolvency Event: (i) Subordinated Lender irrevocably authorizes and empowers Senior Lender (A) to demand, xxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Senior Lender, or in the name of Subordinated Lender or otherwise, as Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on Senior Lender to take any such action; (ii) Subordinated Lender shall take such action, duly and promptly, as Senior Lender may request from time to time (A) to collect the Subordinated Obligations for the account of Senior Lender and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (iii) Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as Senior Lender may request to enable Senior Lender to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the Subordinated Lender in respect of the Subordinated Obligations, the Subordinated Lender forthwith shall deliver the same to the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Each of the Subordinated Lender Creditor and the Debtors Loan Parties agrees that upon the occurrence of any Insolvency Eventas follows: (ia) all Senior Obligations shall be paid in full before In the event of any payment dissolution, winding up, liquidation, arrangement or distribution of whatever kind or nature is made with respect reorganization relating to the Subordinated Obligations; and (ii) any payment or distribution of assets of the DebtorsObligor, whether in cashany bankruptcy, property insolvency, arrangement, reorganization or securities, to which the Subordinated Lender would be entitled except receivership proceedings or upon an assignment for the provisions hereof, shall be paid or delivered by the Debtors, benefit of creditors or any receiverother marshalling of the assets and liabilities of the Obligor or otherwise, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind (whether in cash, securities or nature shall other property) which otherwise would be made payable or deliverable upon or with respect to the Subordinated Lender. (b) If any payment or distribution, whether consisting of money, property or securities, Debt shall be collected paid or received by delivered directly to the Subordinated Lender in respect holders or owners of the Subordinated Obligations, the Subordinated Lender forthwith shall deliver the same to the Senior Lender, Debt for application (in the form receivedcase of cash) to, duly indorsed to or as collateral (in the Senior Lendercase of securities or other non-cash property) for, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are shall have been paid in full. Until so deliveredfull (excluding indemnity obligations under the Senior Debt Documents that are contingent and for which no claim has been asserted). (b) In any proceeding referred to in subsection (a) of this Section 4 commenced by or against the Obligor, (i) the holders of the Senior Debt may, such and are hereby irrevocably authorized and empowered (in their own name, in the name of all of the holders of the Senior Debt, in the name of the Subordinated Creditor or otherwise), but shall have no obligation, to, (A) demand, xxx for, collect and receive every payment or distribution shall referred to in subsection (a) of this Section 4 and (B) file claims and proofs of claim in respect of the Subordinated Debt if there should remain not more than 30 days before such action is barred, prohibited or otherwise cannot be held taken (including, without limitation, voting the Subordinated Debt or enforcing any security interest or other lien securing payment of the Subordinated Debt) as the holders of the Senior Debt may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the holders of the Senior Debt hereunder; and (ii) the Subordinated Creditor will duly and promptly take such action as the holders of the Senior Debt may request (A) to collect the Subordinated Debt for the account of the holders of the Senior Debt and to file appropriate claims or proofs of claim with respect thereto, (B) to execute and deliver to the holders of the Senior Debt such powers of attorney, assignments or other instruments as the holders of the Senior Debt may request in trust order to enable it to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt. (c) All payments or distributions upon or with respect to the Subordinated Debt which are received by the Subordinated Lender as Creditor contrary to the property provisions of this Agreement shall be received in trust for the benefit of the holders of the Senior LenderDebt, shall be segregated from other funds and property held by the Subordinated LenderCreditor and shall be forthwith paid over to the holders of the Senior Debt in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of securities or other non-cash property) for the payment or prepayment of the Obligations until the Obligations shall have been paid in full in cash, and all commitments under the Loan Agreement have been terminated (excluding indemnity obligations under the Senior Debt Documents that are contingent and for which no claim has been asserted). If any amount received by the holders of the Senior Debt are rescinded or returned for any reason, the subordination provisions shall be reinstated with respect thereto. (d) The holders of the Senior Debt are hereby authorized to demand specific performance of this Agreement at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to the Subordinated Creditor whether or not any Loan Party shall have complied with any of the provisions hereof applicable to such Loan Party, and the Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.

Additional Provisions Concerning Subordination. (a) Each of the Subordinated Lender Creditors and each Obligor (for itself and each of its Subsidiaries) agrees as follows: (a) In the Debtors agrees that upon the occurrence event of any Insolvency Event:Proceeding with respect to any Obligor, or any Subsidiary of such Obligor, (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii) any payment or distribution of assets of the Debtors, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtors, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind (whether in cash, securities or nature shall other property) which otherwise would be made payable or deliverable upon or with respect to the Subordinated Lender. (b) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the Subordinated Lender in respect of the Subordinated Obligations, the Subordinated Lender forthwith Obligations shall deliver the same be paid or delivered directly to the Senior LenderAgent, for the benefit of the Lender Group, for application (in the form receivedcase of cash) to, duly indorsed to or as collateral (in the Senior Lendercase of securities or other non-cash property) for, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid shall have been Paid in full. Until so deliveredFull; (ii) the Agent, such for the benefit of the Lender Group, may, and is hereby irrevocably authorized and empowered (in its own name or in the name of the Subordinated Creditors or otherwise), but shall have no obligation, to, (A) demand, xxx for, collect and receive every payment or distribution referred to in clause (i) of subsection (a) of this Section 5 and give acquittance therefor, and (B) if any Subordinated Creditor does not file a proper claim and proof of debt or other document or amendment thereof in respect of the Subordinated Obligations owing to such Subordinated Creditor in the form required in any Insolvency Proceeding prior to ten days before the expiration of the time to file such claim or other document or amendment thereof, file and prove all claims therefor and execute and deliver all documents in such Insolvency Proceeding in the name of such Subordinated Creditor or otherwise in respect of such claims as the Agent may reasonably determine to be necessary or appropriate to prevent the loss or forfeiture of such claims; and (iii) each Subordinated Creditor will duly and promptly take such action as the Agent may request (A) to collect the Subordinated Obligations owing to such Subordinated Creditor for the account of the Agent and to file appropriate claims or proofs of claim with respect thereto, and (B) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations owing to such Subordinated Creditor. (b) All payments or distributions upon or with respect to the Subordinated Obligations which are received by any Subordinated Creditor contrary to the provisions of this Agreement (including, without limitation, any proceeds of Collateral received by an Subordinated Creditor pursuant to any Enforcement Action permitted by Section 4(e)) shall be held received in trust by for the Subordinated Lender as the property benefit of the Senior LenderAgent and the Lender Group, shall be segregated from other funds and property held by such Subordinated Creditor and shall be forthwith paid over to the Agent, for the benefit of the Lender Group, in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to or held as collateral (in the case of securities or other non-cash property) for the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been Paid in Full. (c) The Agent is hereby authorized to demand specific performance of this Agreement at any time when any Subordinated LenderCreditor shall have failed to comply with any of the provisions of this Agreement applicable to such Subordinated Creditor whether or not any Obligor, or any Subsidiary of such Obligor, shall have complied with any of the provisions hereof applicable to such Obligor, and each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Noteholder and the Debtors agrees each Credit Party agree that upon the occurrence of any Insolvency Event: (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii) any payment or distribution of assets of the Debtorsany Credit Party, whether in cash, property or securitiessecurities (other than as permitted under clause (a)(1) of this Section 3), to which the Subordinated Lender Noteholder would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorssuch Credit Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior LenderCollateral Agent, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated LenderNoteholder. (b) Upon the occurrence of any Insolvency Event: (i) the Subordinated Noteholder irrevocably authorizes and empowers the Collateral Agent (A) to demand, xxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, (B) to file claims and proofs of claim in any statutory or non-statutory proceeding if the Subordinated Noteholder has not demonstrated to the satisfaction of the Collateral Agent, no later than 30 days prior to the applicable bar date, that such Subordinated Noteholder has filed an appropriate claim or proof of claim, and (C) to take such other actions, in its own name as Collateral Agent, or in the name of the Subordinated Noteholder or otherwise, as the Collateral Agent may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Collateral Agent to take any such action; (ii) the Subordinated Noteholder shall take such action, duly and promptly, as the Collateral Agent may request from time to time (A) to collect the Subordinated Obligations for the account of the Collateral Agent and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (iii) the Subordinated Noteholder shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Collateral Agent may request to enable the Collateral Agent to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the Subordinated Lender Noteholder in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), such Subordinated Lender Noteholder shall forthwith shall deliver the same to the Senior LenderCollateral Agent, in the form received, duly indorsed to the Senior LenderCollateral Agent, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender Noteholder as the property of the Senior LenderCollateral Agent, segregated from other funds and property held by the Subordinated LenderNoteholder. Following payment in full of the Senior Obligations, Collateral Agent will remit to the Subordinated Noteholder as promptly as practicable, to the extent of the Subordinated Noteholder’s interest therein, all payments or distributions paid (by the Subordinated Noteholder) to and held by Collateral Agent in excess of the Senior Obligations as provided in Section 4(e) of this Agreement. (d) Until the Senior Obligations are paid in full, the Subordinated Noteholder shall not take any Collection Action or Collateral Enforcement Action with respect to the Subordinated Obligations.

Additional Provisions Concerning Subordination. A. So long as the Senior Obligations remain outstanding, IPG and the Obligors each agree as to itself as follows: (a) Each Guarantor agrees that it will not make any payment of any of the Subordinated Lender Guarantor Obligations, or take any other action, in contravention of the provisions of this Intercreditor Agreement. (b) IPG and the Debtors agrees Obligors will, at their own expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action that the Agent may reasonably request, in order to perfect or otherwise protect any right or interest granted or purported to be granted hereby or to enable the Agent to exercise and enforce its rights and remedies hereunder. IPG further authorizes the Agent, in the event IPG has not done so within a reasonable time, to file UCC financing statements and any amendments thereto or continuations thereof with regard to Guarantor Obligations on IPG's behalf without IPG's signature. (c) IPG shall not exercise its remedies under either the Pledge Agreement, the Guaranties or the Security Agreement with respect to, or otherwise take any action to seize, realize upon or foreclose upon any item of the IPG Collateral unless and until (i) a default as defined in the Pledge Agreement or a default as defined in the Guaranties or Security Agreement, as the case may be, giving rise to the right to exercise such remedies under such agreement shall have remained uncured or unremedied for 12 months from the date of notice to the Agent of the occurrence and the Agent has not (A) declared the Senior Obligations to be immediately due and payable and (B) actively pursued the rights of the Agent and the Lenders under the Chemical Agreement in connection therewith or (ii) the Agent has agreed to waive the provisions of this Section 6(c). Nothing herein shall restrict the rights of IPG (A) to take actions to protect and preserve the validity, perfection and priority of any Insolvency Eventof its security interests in a manner not inconsistent with the terms of this Intercreditor Agreement (including, without limitation, actions taken to preserve and protect IPG Collateral), (B) to establish and defend the status of its claims as secured claims in connection with the Guarantor Obligations in (d) In the event of (i) any dissolution, winding up, liquidation or reorganization of any Guarantor (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors or proceedings for voluntary or involuntary liquidation, dissolution or other winding up of any Obligor, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of any Obligor or otherwise); or (ii) the occurrence and continuation of a Tranche E Event of Default, or any default or demand for payment regarding the Guarantor Obligations: (i1) all Senior Obligations shall first be paid to the Agent for the benefit of the Lenders in full before any payment or distribution of whatever kind or nature is made on or any fees, costs, charges or expenses in connection with respect to the Subordinated Guarantor Obligations, and before any other action described in Section 10(a) hereof is taken by IPG; and (ii2) any payment or distribution of assets of the Debtors, any Guarantor whether in cash, property or securities, securities to which the Subordinated Lender IPG would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorssuch Guarantor, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other Person person making such payment or distribution, directly to the Senior LenderAgent for the benefit of the Lenders, to the extent necessary to pay in full all Senior ObligationsObligations remaining unpaid, before any payment or distribution is made to IPG. (e) In any proceeding referred to or resulting from any event referred to in subsection (d) of this Section 6 commenced by or against any Guarantor: (1) The Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of IPG or otherwise), but shall have no obligation to, (i) demand, sue xxx, collect and receive every payment or distribution referred to in subsection (d) of this Section 6 and give acquittance therefor, (ii) file claims and proofs of claim in respect of the Guarantor Obligations and (iii) take such other action as the Agent may deem necessary or advisable for the exercise or enforcement of any kind of the rights or nature shall be made interests of the Agent and the Lenders hereunder; and (2) IPG will duly and promptly take such action as the Agent may reasonably request to collect the Guarantor Obligations for the account of the Lenders and to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Subordinated LenderAgent such powers of attorney, assignments or other instruments as the Agent may request in order to enable it to enforce any and all claims with respect to the Guarantor Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Guarantor Obligations. B. So long as the Senior Obligations have been paid in full and the Guarantor Obligations remain outstanding, the Agent and the Guarantors each agree as to itself as follows: (a) Each Guarantor agrees that it will not make any payment of any of the Credit Obligations, or take any other action, in contravention of the provisions of this Intercreditor Agreement. (b) If The Agent and the Guarantors will, at their own expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action that IPG may reasonably request, in order to perfect or otherwise protect any right or interest granted or purported to be granted hereby or to enable IPG to exercise and enforce its rights and remedies hereunder. (c) Each of the Agent and the Lenders shall not exercise its remedies under the Chemical Agreement with respect to, or otherwise take any action to foreclose upon, any item of the Tranche E Collateral unless and until (i) a Tranche E Event of Default giving rise to the right to exercise such remedies under such agreement shall have remained uncured or unremedied for 12 months from the date of the occurrence of such Event of (d) In the event of (i) any dissolution, winding up, liquidation or reorganization of any Guarantor (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors or proceedings for voluntary or involuntary liquidation, dissolution or other winding up of any Guarantor, whether or not involving insolvency or bankruptcy, or any other marshaling of the assets and liabilities of any Guarantor or otherwise); or (ii) any default or demand for payment regarding the Credit Obligations: (1) all Guarantor Obligations shall first be paid to IPG in full before any payment or distributiondistribution is made on or any fees, costs, charges or expenses in connection with the Credit Obligations, and before any other action described in Section 10(a) hereof is taken by the Agent or any Lender; and (2) any payment or distribution of assets of any Guarantor whether consisting of moneyin cash, property or securitiessecurities to which the Agent or the Lenders would be entitled except for the provisions hereof, shall (e) In any proceeding referred to or resulting from any event referred to in subsection (d) of this Section 6B commenced by or against any Guarantor: (1) IPG may, and is hereby irrevocably authorized and empowered (in its own name or in the name of the Agent, any Lender or otherwise), but shall be collected have no obligation to, (i) demand, sue xxx, collect and receive every payment or received by the Subordinated Lender distribution referred to in subsection (d) of this Section 6B and give acquittance therefor, (ii) file claims and proofs of claims in respect of the Subordinated Credit Obligations and (iii) take such other action as IPG may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of IPG hereunder; and (2) The Agent will duly and promptly take such action as IPG may reasonably request to collect the Credit Obligations for the account of IPG and to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to IPG such powers of attorney, assignments or other instruments as IPG may request in order to enable it to enforce any and all claims with respect to the Credit Obligations, the Subordinated Lender forthwith shall deliver the same and to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the Subordinated LenderCredit Obligations.

Additional Provisions Concerning Subordination. (a) Each of the Subordinated Lender Creditors and each Obligor agrees as follows: (a) In the Debtors agrees that upon the occurrence event of any Insolvency Event:Proceeding relating to any Obligor, (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii) any payment or distribution of assets of the Debtors, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtors, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind (whether in cash, securities or nature shall other property) which otherwise would be made payable or deliverable upon or with respect to the Subordinated Lender. (b) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the Subordinated Lender in respect of the Subordinated Obligations, the Subordinated Lender forthwith Obligations shall deliver the same be paid or delivered directly to the Senior Lender, Agent for application (in the form receivedcase of cash) to, duly indorsed to or as collateral (in the Senior Lendercase of securities or other non-cash property) for, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid shall have been Paid in full. Until so deliveredFull; (ii) Each of the Agent and the Bilateral Lender may, such and is hereby irrevocably authorized and empowered (in its own name or in the name of the Subordinated Creditors or otherwise), but shall have no obligation, to, (A) demand, xxx for, collect and receive every payment or distribution referred to in clause (i) of subsection (a) of this Section 4 and give acquittance therefor and (B) file claims and proofs of claim in respect of the Subordinated Obligations and take such other action (including, without limitation, voting the Subordinated Obligations) as the Agent or the Bilateral Lender may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Agent or the Bilateral Lender hereunder; and (iii) each Subordinated Creditor will duly and promptly take such action as the Agent or the Bilateral Lender may request (A) to collect the Subordinated Obligations existing in favor of such Subordinated Creditor for the account of the Agent or the Bilateral Lender and to file appropriate claims or proofs of claim with respect thereto, (B) to execute and deliver to the Agent or the Bilateral Lender such powers of attorney, assignments or other instruments as the Agent or the Bilateral Lender may reasonably request in order to enable it to enforce any and all claims with respect to, and any security interests and other Liens securing payment of, the Subordinated Obligations existing in favor of such Subordinated Creditor, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Obligations existing in favor of such Subordinated Creditor. (b) All payments or distributions upon or with respect to the Subordinated Obligations which are received by any Subordinated Creditor contrary to the provisions of this Agreement shall be held received in trust by for the Subordinated Lender as the property benefit of the Senior LenderAgent and the Lenders, shall be segregated from other funds and property held by such Subordinated Creditor and shall be forthwith paid over to the Agent (for the benefit of the Lenders) in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of securities or other non-cash property) for the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been indefeasibly Paid in Full; provided, however, that notwithstanding any provision in this Agreement to the contrary, in no event shall the Agent or any Lender be entitled to receive or otherwise require any Subordinated Creditor to pay, deliver or otherwise turnover to the Agent or any Lender any payment if such payment was a Permitted Payment at the time of receipt thereof. To the extent there are any excess amounts paid over to the Agent and the Lenders after the Senior Obligations have been irrevocably Paid in Full in cash and the termination of all obligations of the Agent's and the Lender's financial accommodations to Borrower under the Senior Documents, such excess amounts shall be remitted to the Subordinated LenderCreditors, or any of them, to the extent necessary to pay Subordinated Obligations then due in full, which amounts shall constitute payments in respect of the Subordinated Obligations and will so reduce the outstanding amount of the Subordinated Obligations; provided, however, that to the extent of the amount of any such remittance received by it, the applicable Subordinated Creditor shall indemnify and hold harmless the Agent and the Lenders from any and all claims, liabilities, damages and expenses suffered by the Agent or the Lenders in connection with the making of any such remittance to such Subordinated Creditor. (c) Each of the Agent and the Bilateral Lender is hereby authorized to demand specific performance of this Agreement at any time when any Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to such Subordinated Creditor whether or not each Obligor shall have complied with any of the provisions hereof applicable to such Obligor, and each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Noteholders and the Debtors agrees each Credit Party agree that upon the occurrence of any Insolvency Event: (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii) any payment or distribution of assets of the Debtorsany Credit Party, whether in cash, property or securitiessecurities (other than as permitted under clause (a)(1) of this Section 3), to which the Subordinated Lender Noteholders would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorssuch Credit Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior LenderLenders, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated LenderNoteholders. (b) Upon the occurrence of any Insolvency Event: (i) the Subordinated Noteholders irrevocably authorizes and empowers the Senior Lenders (A) to demand, xxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, (B) to file claims and proofs of claim in any statutory or non-statutory proceeding if the Subordinated Noteholders has not demonstrated to the satisfaction of the Senior Lenders, no later than 30 days prior to the applicable bar date, that such Subordinated Noteholders has filed an appropriate claim or proof of claim, and (C) to take such other actions, in its own name, or in the name of the Subordinated Noteholders or otherwise, as the Senior Lenders may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Senior Lenders to take any such action; (ii) the Subordinated Noteholders shall take such action, duly and promptly, as the Senior Lenders may request from time to time (A) to collect the Subordinated Obligations for the account of the Senior Lenders and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (iii) the Subordinated Noteholders shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lenders may request to enable the Senior Lenders to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the Subordinated Lender Noteholders in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), such Subordinated Lender Noteholders shall forthwith shall deliver the same to the Senior LenderLenders, in the form received, duly indorsed to the Senior LenderLenders, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender Noteholders as the property of the Senior LenderLenders, segregated from other funds and property held by the Subordinated LenderNoteholders. Following payment in full of the Senior Obligations, Senior Lenders will remit to the Subordinated Noteholders as promptly as practicable, to the extent of the Subordinated Noteholders’s interest therein, all payments or distributions paid (by the Subordinated Noteholders) to and held by Senior Lenders in excess of the Senior Obligations as provided in Section 4(e) of this Agreement. (d) Until the Senior Obligations are paid in full, the Subordinated Noteholders shall not take any Collection Action or Collateral Enforcement Action with respect to the Subordinated Obligations.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Creditors and the Debtors agrees Borrower agree that upon the occurrence of any Insolvency EventEvent commenced by or against the Borrower: (i) all Senior Obligations shall be paid in full (excluding contingent indemnification obligations for which no claim has been made and Banking Services Obligations) before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii) any payment or distribution of assets of the DebtorsBorrower, whether in cash, property or securities, to which the any Subordinated Lender Creditor would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsBorrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior LenderAgent, for the account of the Senior Lenders, to the extent necessary to pay in full all Senior Obligations (excluding contingent indemnification obligations for which no claim has been made and Banking Services Obligations), before any payment or distribution of any kind or nature shall be made to the any Subordinated LenderCreditor. (b) Upon the occurrence of any event or proceeding described in clause (i) of the definition of “Insolvency Event” commenced by or against the Borrower: (i) each Subordinated Creditor irrevocably authorizes and empowers the Senior Agent: (A) to demand, xxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor; and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Senior Agent, or in the name of the Subordinated Creditors or otherwise, as the Senior Agent may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Senior Agent to take any such action; (ii) each Subordinated Creditor shall take such action, duly and promptly, as the Senior Agent may request from time to time (A) to collect the Subordinated Obligations for the account of the Senior Lenders; and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (iii) each Subordinated Creditor shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Agent may request to enable the Senior Agent to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the any Subordinated Lender Creditor in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in Section 2(b)(ii)(A) above, such Subordinated Lender Creditor forthwith shall deliver the same to the Senior LenderAgent for the account of the Senior Lenders, in the form received, duly indorsed to the Senior LenderAgent, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in fullfull (excluding contingent indemnification obligations for which no claim has been made and Banking Services Obligations). Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender Creditor as the property of the Senior LenderAgent for the benefit of the Senior Lenders, segregated from other funds and property held by the such Subordinated LenderCreditor.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender and the Debtors agrees Borrower agree that upon the occurrence of any Insolvency Event: (i1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii2) any payment or distribution of assets of the DebtorsBorrower, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsBorrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, for the account of the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated Lender. (b) Upon the occurrence of any event or proceeding described in clause (a) of the definition of "Insolvency Event" commenced by or against the Borrower: (1) the Subordinated Lender irrevocably authorizes and empowers the Senior Lender (A) to demand, sue xxx, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Senior Lender or in the name of the Subordinated Lender or otherwise, as the Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Senior Lender to take any such action; (2) the Subordinated Lender shall take such action, duly and promptly, as the Senior Lender may request from time to time (A) to collect the Subordinated Obligations for the account of the Senior Lender and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (3) the Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender may request to enable the Senior Lender to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the Subordinated Lender in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), the Subordinated Lender forthwith shall deliver the same to the Senior Lender for the account of the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the Subordinated Lender.

Additional Provisions Concerning Subordination. Without limiting any other term or provision in this Agreement: (a) Each of the The Subordinated Lender and the Debtors agrees each Credit Party hereby agree that upon the occurrence of any Insolvency Event: (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to any of the Subordinated Obligations; and (ii) any payment or distribution of assets of the Debtorsany Credit Party of any kind or character, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorssuch Credit Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to Administrative Agent for application against the Senior LenderObligations (in accordance with the terms of the applicable Senior Loan Documents), to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated Lender, and (x) Subordinated Lender hereby unconditionally authorizes, empowers and directs all trustees, receivers, custodians, conservators, or any other Persons having authority over the property of any Credit Party to effect delivery of all such payments and distributions to Administrative Agent and (y) Subordinated Lender agrees to execute and deliver to Administrative Agent such further instruments as may be requested by Administrative Agent to confirm the authorization referred to in the foregoing clause (x). (b) If Upon the occurrence of any Insolvency Proceeding commenced by or against any Credit Party, Subordinated Lender irrevocably authorizes and empowers Administrative Agent to demand, sxx for, collect and receive every payment or distribution on account of any of the Subordinated Obligations payable or deliverable in connection with such event or proceeding, until the Senior Obligations are paid in full, and give acquittance therefor; (c) Subordinated Lender irrevocably authorizes and empowers Administrative Agent to file claims and proofs of claim in any such Insolvency Proceeding and take such other actions, in its own name, or in the name of the Subordinated Lender or otherwise, as Administrative Agent may deem necessary or advisable for the enforcement of the provisions of this Agreement; and, in furtherance thereof, Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as Administrative Agent may request; provided, however, that the foregoing authorization and empowerment imposes no obligation on Administrative Agent or any other Senior Lender to take any such action. (d) Except as otherwise expressly permitted by the terms hereof, if any payment or distribution, whether consisting of money, property or securities, shall be collected or received by or come into the custody, control or possession of Subordinated Lender in respect of the Subordinated Obligations, the Subordinated Lender shall forthwith shall deliver the same to Administrative Agent for application against the Senior LenderObligations, in the exact form received, duly indorsed endorsed to the Senior LenderAdministrative Agent, if required, in each case to be applied to the payment or prepayment of the applicable Senior Obligations in accordance with the terms of the applicable Senior Loan Documents until the such Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior LenderLenders, segregated from other funds and property held by the Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Lenders, each Borrower and the Debtors agrees Guarantor agree that upon the occurrence of any Insolvency Event: (i1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii2) any payment or distribution of assets of any Borrower or the DebtorsGuarantor, whether in cash, property or securities, to which the any Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorsapplicable Borrower or the Guarantor, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the any Subordinated Lender. (b) Upon the occurrence of any "Insolvency Event": (1) each Subordinated Lender irrevocably authorizes and empowers the Senior Lender (A) to demand, sue xxx, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Senior Lender, or in the name of the Subordinated Lenders or otherwise, as the Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Senior Lender to take any such action; (2) each Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender may request and will take such actions as Senior Lender may request form time to time to enable the Senior Lender to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the any Subordinated Lender in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), such Subordinated Lender forthwith shall deliver the same to the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the such Subordinated Lender. -------------- * Certain confidential information on this page has been omitted and filed separately with the Securities and Exchange Commission.

Additional Provisions Concerning Subordination. (a) Each The Subordinated Note Trustee, for itself and on behalf of the existing and future Subordinated Lender Debtholders, the Borrower and the Debtors agrees that Subordinated Guarantors agree in favor of Senior Lender that, upon the occurrence of any Insolvency Event: (i) all Senior Obligations shall be indefeasibly paid and satisfied in full before any direct or indirect payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii) any direct or indirect payment or distribution of assets of the DebtorsBorrower or any Subordinated Guarantor, whether in cash, property or securities, to which any Subordinated Debtholder or the Subordinated Lender Note Trustee would be entitled except for the provisions hereofhereof (including by way of the sale or other disposition of any Collateral), shall be paid or delivered by the DebtorsBorrower or such Subordinated Guarantor, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to indefeasibly pay and satisfy in full all Senior Obligations (including the provision of cash collateral for all contingent Senior Obligations), before any payment or distribution of any kind or nature shall be made to any Subordinated Debtholder or the Subordinated LenderNote Trustee. (b) If any direct or indirect payment or distribution, whether consisting of money, property or securities, shall be collected or received by any Subordinated Debtholder or the Subordinated Lender Note Trustee in respect of the Subordinated ObligationsObligations (including by way of the sale or other disposition of Collateral held by or on behalf of Subordinated Debtholders), except payments permitted to be made at the time of payment as provided in Section 2(b) or, only as to Subordinated Note Trustee, if payment is made as permitted in Section 2(f), then the Subordinated Lender Note Trustee or any Subordinated Debtholder so collecting or receiving any of the foregoing shall forthwith shall deliver the same to the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment of the Senior Obligations and to provide cash collateral for any contingent Senior Obligations until the Senior Obligations are paid and satisfied in fullfull and all of the Senior Loan Documents have been terminated. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender Note Trustee or any holder of the Subordinated Notes as the case may be, as the property of the Senior Lender, segregated from other funds and property held by the Subordinated Note Trustee or any such Subordinated Debtholder, as the case may be. (c) In order to enable the Senior Lender to enforce its rights under this Section 3, but only to the extent any Subordinated Debtholder or the Subordinated Note Trustee fails to take or to take in a timely fashion or before the loss of any right becomes imminent, any of the following actions, or takes or is about to take any such action in a manner inconsistent with the provisions hereof, and provided Senior Lender gives such prior written notice to the Subordinated Note Trustee as is practicable without jeopardizing the rights and interests of Senior Lender, Senior Lender is hereby irrevocably authorized and empowered (in its own name or as assignee of the Subordinated Note Trustee or any such Subordinated Debtholder), but shall have no obligation to, enforce claims comprising any of the Subordinated Obligations by proof of debt, proof of claim, suit or otherwise and take generally any action which Subordinated Note Trustee or any such Subordinated Debtholder might otherwise be entitled to take, as Senior Lender may deem necessary or advisable for the enforcement of its rights or interests hereunder. (d) To the extent necessary for the Senior Lender to realize the benefits of the subordination of the Subordinated Obligations provided for herein (including the right to receive any payment and distributions which might otherwise be payable or deliverable in respect of the Subordinated Obligations in any proceeding described in this Section 3 or otherwise), the Subordinated Note Trustee shall execute and deliver to Senior Lender, and shall on behalf of each Subordinated Debtholder deliver to Senior Lender, such instruments or documents (together with such assignments or endorsements as Senior Lender shall deem necessary), as may be reasonably requested by Senior Lender. (e) No specific legend, further assignment or endorsement or delivery of notes, guarantees or instruments shall be necessary to subject any Subordinated Obligations to the subordination thereof contained in this Agreement.

Additional Provisions Concerning Subordination. (a) Each of the Subordinated Lender The REIT Parties and the Debtors agrees Credit Parties agree that upon the occurrence and during the continuance of any Insolvency Event: (i) all Senior Obligations shall be paid in full before , any payment Payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii) any payment or distribution of assets of the Debtors, whether in cash, property or securities, Distribution to which the Subordinated Lender any REIT Party would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsCredit Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person Person, making such payment Payment or distributionDistribution, directly to the Senior Lender, Agent for the benefit of the Senior Lenders to the extent necessary to pay in full all Senior Obligations, before any payment Payment or distribution of any kind or nature Distribution shall be made to the Subordinated Lendersuch REIT Party. (b) Upon the occurrence and during the continuance of any event or proceeding described in clause (A), (B) or (C) of the definition of "Insolvency Event": (1) if any REIT Party shall not file proper claims or proofs of claim as shall be necessary to have the claims of such REIT Party in respect of the REIT Obligations allowed in any Insolvency Proceeding, in the form required in such Insolvency Proceeding, at least 60 days prior to the last date fixed by statute, court rule or court order for the filing of such claims and proofs of claim, such REIT Party hereby irrevocably authorizes and empowers the Senior Agent to file such claims and proofs of claim, provided, however, that the foregoing authorization and empowerment imposes no obligation on the Senior Agent to take any such action; and (2) each REIT Party shall execute and deliver such further powers of attorney, assignments or proofs of claim or other instruments as the Senior Agent may request to enable the Senior Lenders to enforce any and all claims in respect of the REIT Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the REIT Obligations. (c) If any payment Payment or distribution, whether consisting of money, property or securities, Distribution shall be collected or received by the Subordinated Lender in respect of the Subordinated ObligationsREIT Parties which is prohibited under Section 3(b), the Subordinated Lender such REIT Party forthwith shall deliver the same to the Senior LenderAgent for the benefit of the Senior Lenders, in the form received, duly indorsed to the Senior LenderAgent, if required, to be applied in accordance with the Senior Credit Agreement to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment Payment or distribution Distribution shall be held in trust by the Subordinated Lender such REIT Party as the property of the Senior LenderLenders, segregated from other funds and property held by the Subordinated LenderREIT Parties.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Note Holders and the Debtors agrees Borrower agree that upon the occurrence of any Insolvency Event: (i1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii2) any payment or distribution of assets of any member of the DebtorsBorrower Affiliated Group or the Borrower (including as a result of any payment or distribution on account of the Subordinated Notes), whether in cash, property or securities, to which the any Subordinated Lender Note Holder would be entitled except for the provisions hereof, shall be held in trust and forthwith paid or delivered by the Debtorsapplicable member of the Borrower Affiliated Group or the Borrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior LenderBank, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the any Subordinated LenderNote Holder. (b) Upon the occurrence of any event or proceeding described in clause (a) of the definition of “Insolvency Event” commenced by or against any member of the Borrower Affiliated Group or the Borrower: (1) each Subordinated Note Holder irrevocably authorizes and empowers the Bank (A) to demand, sxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Bank, or, if the Subordinated Note Holders have not filed such claims and proofs of claim 10 days before the bar date in such proceeding and taken such other actions, in the name of the Subordinated Note Holders or otherwise, as the Bank may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Bank to take any such action; (2) each Subordinated Note Holder shall take such action, duly and promptly, as the Bank may request from time to time (A) to collect the Subordinated Obligations for the account of the Bank and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (3) each Subordinated Note Holder shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Bank may request to enable the Bank to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the any Subordinated Lender Note Holder in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in Section 2(b), such Subordinated Lender Note Holder forthwith shall deliver the same to the Senior LenderBank, in the form received, duly indorsed to the Senior LenderBank, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender Note Holder as the property of the Senior LenderBank, segregated from other funds and property held by such Subordinated Note Holder. (d) It is understood and agreed that, upon the occurrence of any Insolvency Event, the Subordinated LenderNote Holders shall be entitled to vote all or any part of the Subordinated Obligations for purposes of (among other things) accepting or rejecting any plan of, partial or complete liquidation, reorganization, arrangement, composition or extension or otherwise; provided, however, that the Subordinated Note Holders agree that the Subordinated Note Holders will not take any action in contravention of or adverse to the Senior Obligations without written consent of the Bank, and provided, further, that the Subordinated Note Holders shall not vote with respect to any such plan or take any other action in any way so as to (i) contest the validity of any Senior Obligations or any collateral therefor or guaranties thereof, (ii) contest the relative rights and duties of any holders of any Senior Obligations established in any instruments or agreements creating or evidencing any of the Senior Obligations with respect to any of such collateral or guaranties, (iii) contest the Subordinated Note Holders’ obligations and agreements set forth in this Agreement or (iv) accept or confirm any plan of partial or complete liquidation, reorganization, arrangement, composition or extension that the Bank does not vote to accept or confirm in each case, without the written consent of the Bank.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Noteholders and the Debtors agrees each Credit Party agree that upon the occurrence of any Insolvency Event: (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii) any payment or distribution of assets of the Debtorsany Credit Party, whether in cash, property or securitiessecurities (other than as permitted under clause (a)(1) of this Section 3), to which the any Subordinated Lender Noteholder would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorssuch Credit Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior LenderCollateral Agent, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the any Subordinated LenderNoteholder. (b) Upon the occurrence of any Insolvency Event: (i) each Subordinated Noteholder irrevocably authorizes and empowers the Collateral Agent (A) to demand, xxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, (B) to file claims and proofs of claim in any statutory or non-statutory proceeding if such Subordinated Noteholder has not demonstrated to the satisfaction of the Collateral Agent, no later than 30 days prior to the applicable bar date, that such Subordinated Noteholder has filed an appropriate claim or proof of claim, and (C) to take such other actions, in its own name as Collateral Agent, or in the name of the Subordinated Noteholders or otherwise, as the Collateral Agent may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Collateral Agent to take any such action; (ii) each Subordinated Noteholder shall take such action, duly and promptly, as the Collateral Agent may request from time to time (A) to collect the Subordinated Obligations for the account of the Collateral Agent and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (iii) each Subordinated Noteholder shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Collateral Agent may request to enable the Collateral Agent to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the any Subordinated Lender Noteholder in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), such Subordinated Lender Noteholder shall forthwith shall deliver the same to the Senior LenderCollateral Agent, in the form received, duly indorsed to the Senior LenderCollateral Agent, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in fullfull (provided that no securities of the Borrower that are delivered to the Collateral Agent shall be applied against any Senior Obligations). Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender Noteholder as the property of the Senior LenderCollateral Agent, segregated from other funds and property held by such Subordinated Noteholder. Following payment in full of the Senior Obligations, Collateral Agent will remit to each Subordinated Noteholder as promptly as practicable, to the extent of such Subordinated Noteholder's interest therein, all payments or distributions paid (respectively by any such Subordinated Noteholder) to and held by Collateral Agent in excess of the Senior Obligations as provided in Section 4(e)of this Agreement. (d) Until the Senior Obligations are paid in full, the Subordinated LenderNoteholders shall not take any Collection Action or Collateral Enforcement Action with respect to the Subordinated Obligations.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Lenders and the Debtors agrees each Credit Party agree that upon the occurrence of any Insolvency Event: (i1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; provided, however, that Subordinated Lenders may receive and retain any distributions on account of Subordinated Obligations to the extent such distributions consist solely of Permitted Securities; and (ii2) any payment or distribution of assets of the Debtorsany Credit Party, whether in cash, property or securitiessecurities (other than Permitted Securities), to which the any Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorssuch Credit Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior LenderAgent, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the any Subordinated Lender. (b) Upon the occurrence of any "Insolvency Event": (1) each Subordinated Lender irrevocably authorizes and empowers the Senior Agent (A) to demand, xxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and (C) to take such other actions, in its own name as Senior Agent, or in the name of the Subordinated Lenders or otherwise, as the Senior Agent may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Senior Agent to take any such action; (2) each Subordinated Lender shall take such action, duly and promptly, as the Senior Agent may request from time to time (A) to collect the Subordinated Obligations for the account of the Senior Agent and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (3) each Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Agent may request to enable the Senior Agent to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securitiessecurities (other than Permitted Securities), shall be collected or received by the any Subordinated Lender in respect of the Subordinated ObligationsObligations or the Collateral, except payments permitted to be made at the time of payment or pursuant to a refinancing as provided in paragraph 2(b), such Subordinated Lender shall forthwith shall deliver the same to the Senior LenderAgent, in the form received, duly indorsed endorsed to the Senior LenderAgent, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender as the property of the Senior LenderAgent, segregated from other funds and property held by the such Subordinated Lender. (d) Until the Senior Obligations are paid in full in cash, the Subordinated Lenders shall not take any Collection Action or Collateral Enforcement Action with respect to the Subordinated Obligations, except for a Collection Action as permitted in the following sentence. Upon the earlier to occur of (A) acceleration of the Senior Obligations or (B) the passage of 180 days from the delivery of notice to Senior Agent that a default has occurred with respect to the Subordinated Obligations and such default shall not have been cured or waived within such period, the Subordinated Lenders may, upon five days' prior written notice to Senior Agent, accelerate the Subordinated Obligations or take any other Collection Action (but not a Collateral Enforcement Action) which is not in contravention of the provisions of this Agreement; provided, however, that if following the acceleration of the Senior Debt as described in clause (A) above, such acceleration is rescinded, then all Collection Actions taken by the Subordinated Lenders shall likewise be rescinded if such Collection Action is based solely on clause (A) above. Notwithstanding the foregoing, until the Senior Obligations are paid in full in cash and all lending commitments under the Senior Credit Agreement have been terminated, the Subordinated Lenders shall not (nor shall any agent on their behalf), without the prior written consent of the Senior Agent and the Senior Lenders, take any Collateral Enforcement Action.

Additional Provisions Concerning Subordination. (a) Each of The Subordinated Lenders, the Subordinated Lender Borrower and the Debtors agrees Primal agree that upon the occurrence of any Insolvency Event: (i1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii2) any payment or distribution of assets of the DebtorsBorrower, whether in cash, property or securities, to which the any Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsBorrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the any Subordinated Lender. (b) Upon the occurrence of any “Insolvency Event”: (1) each Subordinated Lender irrevocably authorizes and empowers the Senior Lender (A) to demand, xxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Senior Lender, or in the name of the Subordinated Lenders or otherwise, as the Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided , however , that the foregoing authorization and empowerment imposes no obligation on the Senior Lender to take any such action; (2) each Subordinated Lender shall take such commercially reasonable action, duly and promptly, as the Senior Lender may request from time to time (A) to collect the Subordinated Obligations for the account of the Senior Lender and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (3) each Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender may request to enable the Senior Lender to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the any Subordinated Lender in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), such Subordinated Lender forthwith shall deliver the same to the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the such Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Lenders and the Debtors agrees Company agree that upon the occurrence of any Insolvency Event: (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii) any payment or distribution of assets of the DebtorsCompany, whether in cash, property or securities, to which the any Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsCompany, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent Collateral Agent or other Person person making such payment or distribution, directly to the Collateral Agent, for the account of the Collateral Agent and Senior LenderLenders, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the any Subordinated Lender. (b) Upon the occurrence of any event or proceeding described in clause (a)(i) or (b) of the definition of “Insolvency Event” in Section 1 of this Agreement commenced by or against the Company: (i) each Subordinated Lender irrevocably authorizes and empowers the Collateral Agent (A) to demand, xxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Collateral Agent, or in the name of the Subordinated Lenders or otherwise, as the Collateral Agent may deem necessary or advisable for the enforcement of the provisions of this Agreement and (C) to vote any of the claims of any Subordinated Lender in connection with any such Insolvency Event; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Collateral Agent to take any such action; (ii) each Subordinated Lender shall take such action, duly and promptly, as the Collateral Agent may request from time to time (A) to collect the Subordinated Obligations for the account of the Senior Lenders and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (iii) each Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Collateral Agent may request to enable the Collateral Agent to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall whether occurring before or after the occurrence of any Event of Default (as such term is defined in the Securities Purchase Agreement), be collected or received by the any Subordinated Lender in respect of the Subordinated Obligations, the such Subordinated Lender forthwith shall deliver the same to the Collateral Agent for the account of the Senior LenderLenders, in the form received, duly indorsed to the Senior LenderCollateral Agent, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender as the property of the Senior LenderLenders, segregated from other funds and property held by the such Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Each of the Debtors and Subordinated Lender and the Debtors agrees agree that upon the occurrence of any Insolvency Event: (iiii) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (iiiv) any payment or distribution of assets of the Debtors, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtors, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated Lender. (b) If Upon the occurrence of any Insolvency Event: (i) Subordinated Lender irrevocably authorizes and empowers Senior Lender (A) to demand, xxx for, collect and receive every payment or distribution, whether consisting distribution on account of money, property or securities, shall be collected or received by the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Senior Lender, or in the name of Subordinated Lender or otherwise, as Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on Senior Lender to take any such action; (ii) Subordinated Lender shall take such action, duly and promptly, as Senior Lender may request from time to time (A) to collect the Subordinated Obligations for the account of Senior Lender and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (iii) Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as Senior Lender may request to enable Senior Lender to enforce any and all claims in respect of the Subordinated Lender forthwith shall deliver the same Obligations and to the Senior Lender, collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment respect of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the Subordinated LenderObligations.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Holders and the Debtors agrees Borrower agree that upon the occurrence of any Insolvency Subordination Event: (i1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii2) any payment or distribution of assets of the DebtorsBorrower, whether in cash, property or securities, to which the any Subordinated Lender Holder would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsBorrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Agent, for the account of the Senior LenderLenders, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the any Subordinated LenderHolder. (b) Upon the occurrence of any event or proceeding described in clause (1) or (2) of the definition of "Insolvency Event" commenced by or against the Borrower: (1) each Subordinated Holder irrevocably authorizes and empowers the Agent (A) to demand, sue for, collect and receive every payment or distribution on accxxxt of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions (but excluding the right to vote any claim of any Subordinated Holder in any such proceeding), in its own name as Agent, or in the name of the Subordinated Holders or otherwise, as the Agent may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Agent to take any such action, and provided, further, however, that if the Agent shall take such action, the Agent shall use its reasonable efforts to keep the Subordinated Holders reasonably informed in connection with such action; (2) each Subordinated Holder shall take such action, duly and promptly, as the Agent may reasonably request from time to time (A) to collect the Subordinated Obligations for the account of the Senior Lenders and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (3) each Subordinated Holder shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Agent may reasonably request to enable the Agent to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the any Subordinated Lender Holder in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), such Subordinated Lender Holder forthwith shall deliver the same to the Agent for the account of the Senior LenderLenders, in the form received, duly indorsed endorsed to the Senior LenderAgent, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender Holder as the property of the Senior LenderLenders, segregated from other funds and property held by the such Subordinated LenderHolder.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Creditor and the Debtors agrees Company agree that upon the occurrence of any Insolvency EventEvent commenced by or against the Company: (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii) any payment or distribution of assets of the DebtorsCompany, whether in cash, property or securities, to which the Subordinated Lender Creditor would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsCompany, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Controlling Agent, for the benefit of the Senior LenderCreditors, to the extent necessary to pay in full all Senior Obligations, Obligations before any payment or distribution of any kind or nature shall be made to the Subordinated LenderCreditor. (b) Upon the occurrence of any event or proceeding described in clause (i) of the definition of "Insolvency Event" commenced by or against the Company: (i) the Subordinated Creditor irrevocably authorizes and empowers the Controlling Agent: (A) to demand, xxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor; and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Controlling Agent, or in the name of the Subordinated Creditor or otherwise, as the Controlling Agent may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Controlling Agent to take any such action; (ii) the Subordinated Creditor shall take such action, duly and promptly, as the Controlling Agent may request from time to time (A) to collect the Subordinated Obligations for the account of the Senior Creditors; and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (iii) the Subordinated Creditor shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Controlling Agent may request to enable the Controlling Agent to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the Subordinated Lender Creditor in respect of the Subordinated Obligations, the Subordinated Lender Creditor forthwith shall deliver the same to the Controlling Agent for the account of the Senior LenderCreditors, in the form received, duly indorsed to the Senior LenderControlling Agent, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender Creditor as the property of the Controlling Agent for the benefit of the Senior LenderCreditors, segregated from other funds and property held by the Subordinated LenderCreditor.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Noteholder and the Debtors agrees Borrower agree that upon the occurrence and during the continuance of any Insolvency Event: (i1) all Senior Obligations shall be paid in full before any payment Payment or distribution of whatever kind or nature Distribution is made with respect to or received by the Subordinated ObligationsNoteholder; and (ii2) any payment Payment or distribution of assets of the Debtors, whether in cash, property or securities, Distribution to which the Subordinated Lender Noteholder would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsBorrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment Payment or distributionDistribution, directly to the Senior Lender, Agent for the benefit of the Senior Lenders to the extent necessary to pay in full all Senior Obligations, before any payment Payment or distribution of any kind or nature Distribution shall be made to the Subordinated LenderNoteholder. (b) Upon the occurrence and during the continuance of any Insolvency Event: (1) the Subordinated Noteholder hereby irrevocably authorizes and empowers the Senior Lenders (A) to demand, sue xxx, collect and receive for and on behalf of the Subordinated Noteholder every Payment or Distribution on account of the Subordinated Obligations payable or deliverable in connection with such Insolvency Event and give acquittance therefor, (B) if the Subordinated Noteholder shall not file proper claims or proofs of claim as shall be necessary to have the claims of the Subordinated Noteholder in respect of the Subordinated Obligations allowed in any Insolvency Proceeding, in the form required in such Insolvency Proceeding, at least [30/60] days prior to the last date fixed by statute, court rule or court order for the filing of such claims and proofs of claim, the Subordinated Noteholder hereby irrevocably authorizes and empowers the Senior Agent to file such claims and proofs of claim and (C) take such other actions, in its own name as the Senior Lenders, or in the name of the Subordinated Noteholder or otherwise, as the Senior Lenders may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Senior Lenders to take any such action; (2) the Subordinated Noteholder shall take such action, duly and promptly, as the Senior Lenders may request from time to time (A) to demand, sue xxx, collect and receive the Subordinated Obligations for the account of the Senior Lenders and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (3) the Subordinated Noteholder shall execute and deliver such further powers of attorney, assignments or proofs of claim or other instruments as the Senior Agent may request to enable the Senior Lenders to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment Payment or distribution, whether consisting of money, property or securities, Distribution shall be collected or received by the Subordinated Lender Noteholder, except payments permitted to be made at the time of payment as provided in respect of the Subordinated Obligationsparagraph 2(b) hereof, the Subordinated Lender Noteholder forthwith shall deliver the same to the Senior LenderAgent, in the form received, duly indorsed to the Senior LenderAgent, if required, to be applied in accordance with the Senior Credit Agreement to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment Payment or distribution Distribution shall be held in trust by the Subordinated Lender Noteholder as the property of the Senior LenderLenders, segregated from other funds and property held by the Subordinated LenderNoteholder.

Additional Provisions Concerning Subordination. Without limiting any other term or provision in this Agreement: (a) Each of the Subordinated Lender Lenders and the Debtors agrees Issuer hereby agree that upon the occurrence and for the duration of any Insolvency Event: (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to any of the Subordinated Obligations; and (ii) any payment or distribution of assets of the Debtorsany Credit Party of any kind or character, whether in cash, property or securities, to which the Subordinated Lender Lenders would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorssuch Credit Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to Agent for application against the Senior LenderObligations (in accordance with the terms of the applicable Senior Loan Documents), to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to Subordinated Lenders, and (x) Subordinated Lenders hereby unconditionally authorize, empower and direct all trustees, receivers, custodians, conservators, or any other Persons having authority over the property of any Credit Party to effect delivery of all such payments and distributions to Agent and (y) Subordinated LenderLenders agree to execute and deliver to Agent such further instruments as may be requested by Agent to confirm the authorization referred to in the foregoing clause (x). (b) If Upon the occurrence of any Insolvency Proceeding commenced by or against any Credit Party, Subordinated Lenders irrevocably authorize and empower Agent to demand, xxx for, collect and receive every payment or distribution on account of any of the Subordinated Obligations payable or deliverable in connection with such event or proceeding, until the Senior Obligations are paid in full, and give acquittance therefor; (c) Subordinated Lenders irrevocably authorize and empower Agent to file claims and proofs of claim in any such Insolvency Proceeding and take such other actions, in its own name, or in the name of the Subordinated Lenders or otherwise, as Agent may deem necessary or advisable for the enforcement of the provisions of this Agreement; and, in furtherance thereof, Subordinated Lenders shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as Agent may request; provided, however, that the foregoing authorization and empowerment imposes no obligation on Agent or any other Senior Lender to take any such action. (d) Except as otherwise expressly permitted by the terms hereof, if any payment or distribution, whether consisting of money, property or securities, shall be collected or received by or come into the custody, control or possession of Subordinated Lender Lenders in respect of the Subordinated Obligations, the Subordinated Lender Lenders shall forthwith shall deliver the same to Agent for application against the Senior LenderObligations, in the exact form received, duly indorsed endorsed to the Senior LenderAgent, if required, in each case to be applied to the payment or prepayment of the applicable Senior Obligations in accordance with the terms of the applicable Senior Loan Documents until the such Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender Lenders as the property of the Senior LenderLenders, segregated from other funds and property held by the Subordinated LenderLenders.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender and the Debtors agrees LRGP agree that upon the occurrence of any Insolvency Event: (i1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii2) any payment or distribution of assets of the DebtorsLRGP, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsLRGP, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior LenderAgent, for the account of the Purchaser, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated Lender. (b) Upon the occurrence of any event or proceeding described in clause (A) of the definition of "Insolvency Event" commenced by or against LRGP: (1) the Subordinated Lender irrevocably authorizes and empowers the Purchaser (A) to demand, sue xxx, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name Purchaser, or in the name of the Subordinated Lender or otherwise, as the Purchaser may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment 6 6 imposes no obligation on the Purchaser to take any such action; (2) the Subordinated Lender shall take such action, duly and promptly, as the Purchaser may request from time to time (A) to collect the Subordinated Obligations and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (3) the Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Purchaser may request to enable the Purchaser to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the Subordinated Lender in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), the Subordinated Lender forthwith shall deliver the same to the Senior LenderPurchaser, in the form received, duly indorsed to the Senior LenderPurchaser, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior LenderPurchaser, segregated from other funds and property held by the Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Each of The Subordinated Lenders, the Subordinated Lender Borrowers and the Debtors agrees Guarantor agree that upon the occurrence of any Insolvency Event: (i1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii2) any payment or distribution of assets of any Borrower or the DebtorsGuarantor, whether in cash, property or securities, to which the any Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by any Borrower or the DebtorsGuarantor, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the any Subordinated Lender. (b) Upon the occurrence of any "Insolvency Event": (1) each Subordinated Lender irrevocably authorizes and empowers the Senior Lender (A) to demand, xxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Senior Lender, or in the name of the Subordinated Lenders or otherwise, as the Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Senior Lender to take any such action; and (2) each Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender may request to enable the Senior Lender to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the any Subordinated Lender in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), such Subordinated Lender forthwith shall deliver the same to the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the such Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Creditors and the Debtors agrees Company agree that upon the occurrence of any Insolvency Event: : (i1) all Senior Obligations shall be paid in full before any payment Payment or distribution of whatever kind or nature Distribution is made with respect to or received by the Subordinated ObligationsCreditors; and and (ii2) any payment Payment or distribution of assets of the Debtors, whether in cash, property or securities, Distribution to which the Subordinated Lender Creditors would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsCompany, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment Payment or distributionDistribution, directly to the Senior Lender, UWG to the extent necessary to pay in full all Senior Obligations, before any payment Payment or distribution of any kind or nature Distribution shall be made to the Subordinated LenderCreditors. (b) Upon the occurrence and during the continuance of any event or proceeding described in clause (A) of the definition of “Insolvency Event” commenced by or against the Company: (i) Each of the Subordinated Creditors irrevocably authorizes and empowers UWG (A) to demand, xxx for, collect and receive for and on behalf of the Subordinated Creditors every Payment or Distribution on account of the Subordinated Obligations payable or deliverable in connection with such Insolvency Event and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding against the Company on account of the Subordinated Obligations and to vote such proofs of claim in any such proceeding and take such other actions, in its own name as UWG, or in the name of the Subordinated Creditors or otherwise, as UWG may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on UWG to take any such action and that, in voting such proofs of claim in any such proceeding, UWG may act in a manner consistent with its sole interest and shall have no duty to take any action to optimize or maximize the Subordinated Creditors’ recovery with respect to its claim; (ii) the Subordinated Creditors shall take such action, duly and promptly, as UWG may request from time to time (A) to demand, xxx for, collect and receive the Subordinated Obligations for the account of UWG and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (iii) the Subordinated Creditors shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as UWG may request to enable UWG to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment Payment or distribution, whether consisting of money, property or securities, Distribution shall be collected or received by the Subordinated Lender in respect of the Subordinated ObligationsCreditors except as expressly permitted pursuant to this Agreement, the Subordinated Lender Creditors forthwith shall deliver the same to the Senior LenderUWG, in the form received, duly indorsed endorsed to the Senior LenderUWG, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment Payment or distribution Distribution shall be held in trust by the Subordinated Lender Creditors as the property of the Senior LenderUWG, segregated from other funds and property held by the Subordinated LenderCreditors. (d) The Subordinating Creditors expressly agree that they shall vote their equity securities in the Company in a manner which directs and authorizes the Company to perform its obligations under the Senior Documents, and in any event in support of the amendment and restatement of the Company’s articles of incorporation in a manner consistent with the requirements of the Senior Documents.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Noteholders and the Debtors agrees each Credit Party agree that upon the occurrence of any Insolvency Event: (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii) any payment or distribution of assets of the Debtorsany Credit Party, whether in cash, property or securitiessecurities (other than as permitted under clause (a)(1) of this Section 3), to which the any Subordinated Lender Noteholder would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorssuch Credit Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior LenderCollateral Agent, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the any Subordinated LenderNoteholder. (b) Upon the occurrence of any Insolvency Event: (i) each Subordinated Noteholder irrevocably authorizes and empowers the Collateral Agent (A) to demand, xxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, (B) to file claims and proofs of claim in any statutory or non-statutory proceeding if such Subordinated Noteholder has not demonstrated to the satisfaction of the Collateral Agent, no later than 30 days prior to the applicable bar date, that such Subordinated Noteholder has filed an appropriate claim or proof of claim, and (C) to take such other actions, in its own name as Collateral Agent, or in the name of the Subordinated Noteholders or otherwise, as the Collateral Agent may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Collateral Agent to take any such action; (ii) each Subordinated Noteholder shall take such action, duly and promptly, as the Collateral Agent may request from time to time (A) to collect the Subordinated Obligations for the account of the Collateral Agent and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (iii) each Subordinated Noteholder shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Collateral Agent may request to enable the Collateral Agent to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the any Subordinated Lender Noteholder in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), such Subordinated Lender Noteholder shall forthwith shall deliver the same to the Senior LenderCollateral Agent, in the form received, duly indorsed to the Senior LenderCollateral Agent, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender Noteholder as the property of the Senior LenderCollateral Agent, segregated from other funds and property held by such Subordinated Noteholder. Following payment in full of the Senior Obligations, Collateral Agent will remit to each Subordinated Noteholder as promptly as practicable, to the extent of such Subordinated Noteholder’s interest therein, all payments or distributions paid (respectively by any such Subordinated Noteholder) to and held by Collateral Agent in excess of the Senior Obligations as provided in Section 4(e) of this Agreement. (d) Until the Senior Obligations are paid in full, the Subordinated LenderNoteholders shall not take any Collection Action or Collateral Enforcement Action with respect to the Subordinated Obligations.

Additional Provisions Concerning Subordination. Without limiting any other term or provision in this Agreement: (a) Each of the The Subordinated Lender and the Debtors agrees each Credit Party hereby agree that upon the occurrence of any Insolvency Event: (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to any of the Subordinated Obligations; and (ii) any payment or distribution of assets of the Debtorsany Credit Party of any kind or character, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorssuch Credit Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to Agent for application against the Senior LenderObligations (in accordance with the terms of the applicable Senior Loan Documents), to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated Lender, and (x) Subordinated Lender hereby unconditionally authorizes, empowers and directs all trustees, receivers, custodians, conservators, or any other Persons having authority over the property of any Credit Party to effect delivery of all such payments and distributions to Agent and (y) Subordinated Lender agrees to execute and deliver to Agent such further instruments as may be requested by Agent to confirm the authorization referred to in the foregoing clause (x). (b) If Upon the occurrence of any Insolvency Proceeding commenced by or against any Credit Party, Subordinated Lender irrevocably authorizes and empowers Agent to demand, xxx for, collect and receive every payment or distribution on account of any of the Subordinated Obligations payable or deliverable in connection with such event or proceeding, until the Senior Obligations are paid in full, and give acquittance therefor; (c) Subordinated Lender irrevocably authorizes and empowers Agent to file claims and proofs of claim in any such Insolvency Proceeding and take such other actions, in its own name, or in the name of the Subordinated Lender or otherwise, as Agent may deem necessary or advisable for the enforcement of the provisions of this Agreement; and, in furtherance thereof, Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as Agent may request; provided, however, that the foregoing authorization and empowerment imposes no obligation on Agent or any other Senior Lender to take any such action. (d) Except as otherwise expressly permitted by the terms hereof, if any payment or distribution, whether consisting of money, property or securities, shall be collected or received by or come into the custody, control or possession of Subordinated Lender in respect of the Subordinated Obligations, the Subordinated Lender shall forthwith shall deliver the same to Agent for application against the Senior LenderObligations, in the exact form received, duly indorsed endorsed to the Senior LenderAgent, if required, in each case to be applied to the payment or prepayment of the applicable Senior Obligations in accordance with the terms of the applicable Senior Loan Documents until the such Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior LenderLenders, segregated from other funds and property held by the Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender and the Debtors agrees Borrowers agree that upon the occurrence of any Insolvency Event: (i) all Senior Obligations shall be paid in full before any payment or distribution (other than a distribution of whatever kind or nature securities which are subordinate to the payment of all Senior Obligations then outstanding) is made with respect to the Subordinated Obligations; andand 5 (ii) any payment or distribution of assets of the Debtorsa Borrower, whether in cash, property or securitiessecurities (other than a distribution of securities which are subordinate to the payment of all Senior Obligations then outstanding), to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorssuch Borrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior LenderAgent, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated Lender. (b) The Subordinated Lender will not commence or join with any other creditor or creditors of a Borrower in commencing any bankruptcy, reorganization or insolvency proceedings against a Borrower. At any meeting of creditors of a Borrower or in the event of any proceeding, voluntary or involuntary, for the distribution, division or application of all or part of the assets of a Borrower or the proceeds thereof, whether such proceeding be for the liquidation, dissolution or winding up of a Borrower or its business, a receivership, insolvency or bankruptcy proceeding, an assignment for the benefit of creditors or a proceeding by or against a Borrower for relief under any bankruptcy, reorganization or insolvency law or any law relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangement, composition or extension or otherwise, if all Senior Obligations have not been paid in full at the time, the Agent is hereby irrevocably authorized at any such meeting or in any such proceeding: (i) To enforce claims comprising Subordinated Obligations either in its own name or the name or names the Subordinated Lender, by proof of debt, proof of claim, suit or otherwise; (ii) To collect any assets of a Borrower distributed, divided or applied by way of dividend or payment, or any such securities issued, on account of Subordinated Obligations and apply the same, or the proceeds of any realization upon the same that the Agent in its discretion elects to effect, to Senior Obligations until all Senior Obligations shall have been paid in full, rendering any surplus to the Subordinated Lender, pro rata; (iii) To vote claims comprising Subordinated Obligations to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition, extension or otherwise; and (iv) To take generally any action in connection with any such meeting or proceeding which the Subordinated Lender might otherwise take. (c) If any payment or distribution, whether consisting of money, property or securities, from a Borrower shall be collected or received by the Subordinated Lender in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in this Agreement, the Subordinated Lender forthwith shall deliver the same to the Senior LenderAgent, in the form received, duly indorsed endorsed to the Senior LenderAgent, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior LenderAgent, segregated from other funds and property held by the Subordinated Lender. Until the Senior Obligations are paid in full, the Subordinated Lender shall not have any right of subrogation, reimbursement, restitution, contribution or indemnity whatsoever from any assets of a Borrower or any guarantor or provider of collateral security for the Senior Obligations.

Additional Provisions Concerning Subordination. (a) Each of the Subordinated Lender Creditor and the Debtors agrees that upon Obligors agree as follows: (a) In the occurrence event of any Insolvency Event:Proceeding relating to any Obligor, (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii) any payment or distribution of assets of the Debtors, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtors, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall (whether in cash, securities or other property) which otherwise would be made payable or deliverable upon or with respect to the Subordinated Lender. (b) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the Subordinated Lender in respect of the Subordinated Obligations, the Subordinated Lender forthwith Obligations shall deliver the same be paid or delivered directly to the Senior Lender, Agent for application (in the form receivedcase of cash) to, duly indorsed to or as collateral (in the Senior Lendercase of securities or other non-cash property) for, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid shall have been indefeasibly Paid in full. Until so deliveredFull; (ii) the Senior Agent may, such and is hereby irrevocably authorized and empowered (in its own name or in the name of the Subordinated Creditor or otherwise), but shall have no obligation, to, (A) demand, xxx for, collect and receive every payment or distribution shall referred to in clause (i) of subsection (a) of this Section 4 and (B) file claims and proofs of claim in any statutory or non-statutory proceeding in respect of the Subordinated Obligations and take such other action (including, without limitation, voting the Subordinated Obligations) as the Senior Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior Agent hereunder; provided, that if the Senior Agent has not filed such proof of claims in respect of the Subordinated Obligations five (5) days prior to the expiration of the applicable period to file such proof of claims, the Subordinated Creditor may file proof of claims in respect of the Subordinated Obligations prior to the expiration of the applicable period to file such proof of claims; and (iii) the Subordinated Creditor will duly and promptly take such action as the Senior Agent may request at the expense of the Borrower (A) to collect the Subordinated Obligations for the account of the Finance Parties and to file appropriate claims or proofs of claim with respect thereto, (B) to execute and deliver to the Senior Agent such powers of attorney, assignments or other instruments as the Senior Agent may request in order to enable it to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Obligations, and (C) to collect and receive any and all payments or distributions which may be held in trust payable or deliverable upon or with respect to the Subordinated Obligations. (b) All payments or distributions upon or with respect to the Subordinated Obligations which are received by the Subordinated Lender as Creditor contrary to the property provisions of this Agreement shall be received in trust for the benefit of the Senior LenderAgent (on behalf of the Finance Parties), shall be segregated from other funds and property held by the Subordinated LenderCreditor and shall be forthwith paid over to the Senior Agent in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to or held as collateral (in the case of securities or other non-cash property) for the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been indefeasibly Paid in Full. (c) The Senior Agent is hereby authorized to demand specific performance of this Agreement at any time when the Subordinated Creditor shall have failed to comply with any of the provisions of this Agreement applicable to the Subordinated Creditor whether or not the Obligors shall have complied with any of the provisions hereof applicable to the Obligors, and the Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.

Additional Provisions Concerning Subordination. (a) Each of the Debtors and Subordinated Lender and the Debtors agrees agree that upon the occurrence of any Insolvency Event: (iiii) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (iiiv) any payment or distribution of assets of the Debtors, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtors, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated Lender. (b) If Upon the occurrence of any Insolvency Event: (i) Subordinated Lender irrevocably authorizes and empowers Senior Lender (C) to demand, xxx for, collect and receive every payment or distribution, whether consisting distribution on account of money, property or securities, shall be collected or received by the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (D) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Senior Lender, or in the name of Subordinated Lender or otherwise, as Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on Senior Lender to take any such action; (ii) Subordinated Lender shall take such action, duly and promptly, as Senior Lender may request from time to time (A) to collect the Subordinated Obligations for the account of Senior Lender and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (iii) Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as Senior Lender may request to enable Senior Lender to enforce any and all claims in respect of the Subordinated Lender forthwith shall deliver the same Obligations and to the Senior Lender, collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment respect of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the Subordinated LenderObligations.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Lenders and the Debtors agrees each Credit Party agree that upon the occurrence of any Insolvency Event: (i1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; provided, however, that Subordinated Lenders may receive and retain any distributions on account of Subordinated Obligations to the extent such distributions consist solely of Permitted Securities; and (ii2) any payment or distribution of assets of the Debtorsany Credit Party, whether in cash, property or securitiessecurities (other than Permitted Securities), to which the any Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorssuch Credit Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the any Subordinated Lender. (b) Upon the occurrence of any "Insolvency Event": (1) each Subordinated Lender irrevocably authorizes and empowers the Senior Lender (A) to demand, xxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, (B) to file claims and proofs of claim in any statutory or non-statutory proceeding, and (C) to take such other actions, in its own name as Senior Lender, or in the name of the Subordinated Lenders or otherwise, as the Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Senior Lender to take any such action; (2) each Subordinated Lender shall take such action, duly and promptly, as the Senior Lender may request from time to time (A) to collect the Subordinated Obligations for the account of the Senior Lender and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (3) each Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender may request to enable the Senior Lender to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the any Subordinated Lender in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), such Subordinated Lender shall forthwith shall deliver the same to the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the such Subordinated Lender. (d) Until the Senior Obligations are paid in full in cash, the Subordinated Lenders shall not take any Collection Action or Collateral Enforcement Action with respect to the Subordinated Obligations, except for a Collection Action as permitted in the following sentence. Upon the acceleration of the Senior Obligations, the Subordinated Lenders may, upon five days' prior written notice to Senior Lender, accelerate the Subordinated Obligations or take any other Collection Action (but not a Collateral Enforcement Action) which is not in contravention of the provisions of this Agreement; provided, however, that if following the acceleration of the Senior Debt, such acceleration is rescinded, then all Collection Actions taken by the Subordinated Lenders shall likewise be rescinded. Notwithstanding the foregoing, until the Senior Obligations are paid in full in cash, the Subordinated Lenders shall not (nor shall any agent on their behalf), without the prior written consent of the Senior Lender, take any Collateral Enforcement Action.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Lenders and the Debtors agrees Companies agree that upon the occurrence of any Insolvency Event: (i1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii2) any payment or distribution of assets of the Debtorsany Company, whether in cash, property or securities, to which the any Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorssuch Company, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to Agent, for the Senior Lenderbenefit of itself and Lenders, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the any Subordinated Lender. (b) Upon the occurrence of any Insolvency Event: (1) each Subordinated Lender irrevocably authorizes and empowers Agent (A) to demand, xxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) in the event Subordinated Lenders fail to do so in a timely manner, to file claims and proofs of claim in any statutory or non-statutory proceeding, in its own name as Agent, or in the name of the Subordinated Lenders or otherwise, as Agent may deem necessary for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on Agent to take any such action; (2) each Subordinated Lender shall take such action, duly and promptly, as Agent may reasonably request from time to time (A) to collect the Subordinated Obligations for the account of Agent and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (3) each Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as Agent may reasonably request to enable Agent to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the any Subordinated Lender in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), such Subordinated Lender forthwith shall deliver the same to Agent, for the Senior Lenderbenefit of itself and Lenders, in the form received, duly indorsed to the Senior LenderAgent, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender as the property of the Senior LenderAgent, segregated from other funds and property held by the such Subordinated Lender. (d) To the extent that the Agent receives any payments pursuant to paragraphs 3(b)(1), (2) or (3) on account of the Subordinated Obligations or from the Subordinated Lenders, and to the extent such payments on account of the Subordinated Obligations or the payment made to the Subordinated Lenders resulting in such payment to the Agent are subsequently avoided, invalidated, determined to be fraudulent or preferential, set aside or otherwise avoided, and required to be paid by Subordinated Lenders to a trustee, receiver, or any other party under any bankruptcy law, state or federal law, common law or equitable cause, and are in fact so paid by Subordinated Lenders, then Agent will forthwith return to the Subordinated Lenders the amount so paid by the Subordinated Lenders.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender and the Debtors agrees Borrower agree that upon the occurrence of any Insolvency Event: (i1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii2) any payment or distribution of assets of the DebtorsBorrower, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsBorrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, for the account of the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated Lender. (b) Upon the occurrence of any event or proceeding described in clause (a) of the definition of "Insolvency Event" commenced by or against the Borrower: (1) the Subordinated Lender irrevocably authorizes and empowers the Senior Lender (A) to demand, xxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Senior Lender or in the name of the Subordinated Lender or otherwise, as the Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Senior Lender to take any such action; (2) the Subordinated Lender shall take such action, duly and promptly, as the Senior Lender may request from time to time (A) to collect the Subordinated Obligations for the account of the Senior Lender and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (3) the Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender may request to enable the Senior Lender to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the Subordinated Lender in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), the Subordinated Lender forthwith shall deliver the same to the Senior Lender for the account of the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Creditors, Holding Co. and the Debtors agrees Borrowers agree that upon the occurrence of any Insolvency Event: (i1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii2) any payment or distribution of assets of the Debtorsany Borrower or Holding Co., whether in cash, property or securities, to which the any Subordinated Lender Creditor would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorsany Borrower or Holding Co., or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the any Subordinated LenderCreditor. (b) Upon the occurrence of any Insolvency Event: (1) each Subordinated Creditor irrevocably authorizes and empowers the Senior Lender (A) to demand, sue for, collect and receive every payment or distrxxxtion on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Senior Lender, or in the name of the Subordinated Creditors or otherwise, as the Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Senior Lender to take any such action; (2) each Subordinated Creditor shall take such action, duly and promptly, as the Senior Lender may request from time to time (A) to collect the Subordinated Obligations for the account of the Senior Lender and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (3) each Subordinated Creditor shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender may request to enable the Senior Lender to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the any Subordinated Lender Creditor in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), such Subordinated Lender Creditor forthwith shall deliver the same to the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender Creditor as the property of the Senior Lender, segregated from other funds and property held by the such Subordinated LenderCreditor.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender and the Debtors agrees Borrower agree that upon the occurrence of any Insolvency Subordination Event: (i1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii2) any payment or distribution of assets of the DebtorsBorrower, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsBorrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent Administrative Agent or other Person making such payment or distribution, directly to the Administrative Agent, for the account of the Senior LenderLenders, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated Lender. (b) Upon the occurrence of any Insolvency Event: (1) the Subordinated Lender irrevocably authorizes and empowers the Administrative Agent (A) to demand, sue for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Administrative Agent, or in the name of the Subordinated Lender or otherwise, as the Administrative Agent may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Administrative Agent to take any such action; (2) the Subordinated Lender shall take such action, duly and promptly, as the Administrative Agent may request from time to time (A) to collect the Subordinated Obligations for the account of the Senior Lenders and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (3) the Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Administrative Agent may request to enable the Administrative Agent to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the Subordinated Lender in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), the Subordinated Lender forthwith shall deliver the same to the Administrative Agent for the account of the Senior LenderLenders, in the form received, duly indorsed to the Senior LenderAdministrative Agent, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior LenderLenders, segregated from other funds and property held by the Subordinated Lender.

Additional Provisions Concerning Subordination. The Subordinated Creditors and the Guarantor agree as follows: (a) Each In the event of (x) any dissolution, winding up, liquidation or reorganization of the Subordinated Lender Guarantor (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the Debtors agrees that upon benefit of creditors or proceedings for voluntary or involuntary liquidation, dissolution or other winding up of the occurrence Guarantor, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of the Guarantor or otherwise); or (y) any Insolvency Eventacceleration of maturity regarding the Senior Obligations: (i) all Senior Obligations shall first be paid to the Trustee for the benefit of the holders of the New Debentures in full before any payment or distribution of whatever kind or nature is made upon the principal of or interest on or any fees, costs, charges or expenses in connection with respect to the Subordinated Obligations; and (ii) any payment or distribution of assets of the DebtorsGuarantor, whether in cash, property or securities, securities to which the Subordinated Lender Creditors would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsGuarantor, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other Person person making such payment or distribution, directly to the Senior LenderTrustee for the benefit of the holders of the New Debentures, to the extent necessary to pay in full all Senior ObligationsObligations remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of the New Debentures before any payment or distribution of any kind or nature shall be is made to the Subordinated Lender.Creditors; (b) If In any proceeding referred to or resulting from any event referred to in subsection (a) of this Section 3 commenced by or against the Guarantor: (i) The Trustee may, and is hereby irrevocably authorized and empowered (in its own name or in the name of the Subordinated Creditors or otherwise), but shall have no obligation to, (A) demand, sue for, collect and receive every payment or distributiondistributixx referred to in subsection (a) of this Section 3 and give acquittance therefor, whether consisting (B) file claims and proofs of money, property or securities, shall be collected or received by the Subordinated Lender claim in respect of the Subordinated Obligations and (C) take such other action as the Trustee may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Trustee hereunder; and (ii) The Subordinated Creditors will duly and promptly take such action as the Trustee may reasonably request to collect the Subordinated Obligations for the account of the holders of the New Debentures and to file appropriate claims or proofs of claim with respect thereto, to execute and deliver to the Trustee such powers of attorney, assignments or other instruments as the Trustee may request in order to enable it to enforce any and all claims with respect to the Subordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Lender Obligations; (c) All payments or distributions upon or with respect to the Subordinated Obligations which are received by the Subordinated Creditors contrary to the provisions of this Agreement shall be deemed to be the property of the holders of the New Debentures, shall be received in trust for the benefit of the holders of the New Debentures, shall be segregated from other funds and property held by the Subordinated Creditors and shall be forthwith shall deliver paid over to the Trustee for the benefit of the holders of the New Debentures in the same to the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, as so received (with any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are shall have been paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the Subordinated Lender.;

Additional Provisions Concerning Subordination. Without limiting any other term or provision in this Agreement: (a) Each of the The Subordinated Lender and the Debtors agrees Issuer hereby agree that upon the occurrence of any Insolvency Event: (i) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to any of the Subordinated Obligations; and (ii) any payment or distribution of assets of the Debtorsany Credit Party of any kind or character, whether in cash, property or securities, to which the Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Debtorssuch Credit Party, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to Agent for application against the Senior LenderObligations (in accordance with the terms of the applicable Senior Loan Documents), to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the Subordinated Lender, and (x) Subordinated Lender hereby unconditionally authorizes, empowers and directs all trustees, receivers, custodians, conservators, or any other Persons having authority over the property of any Credit Party to effect delivery of all such payments and distributions to Agent and (y) Subordinated Lender agrees to execute and deliver to Agent such further instruments as may be requested by Agent to confirm the authorization referred to in the foregoing clause (x). (b) If Upon the occurrence of any Insolvency Proceeding commenced by or against any Credit Party, Subordinated Lender irrevocably authorizes and empowers Agent to demand, xxx for, collect and receive every payment or distribution on account of any of the Subordinated Obligations payable or deliverable in connection with such event or proceeding, until the Senior Obligations are paid in full, and give acquittance therefor; (c) Subordinated Lender irrevocably authorizes and empowers Agent to file claims and proofs of claim in any such Insolvency Proceeding and take such other actions, in its own name, or in the name of the Subordinated Lender or otherwise, as Agent may deem necessary or advisable for the enforcement of the provisions of this Agreement; and, in furtherance thereof, Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as Agent may request; provided, however, that the foregoing authorization and empowerment imposes no obligation on Agent or any other Senior Lender to take any such action. (d) Except as otherwise expressly permitted by the terms hereof, if any payment or distribution, whether consisting of money, property or securities, shall be collected or received by or come into the custody, control or possession of Subordinated Lender in respect of the Subordinated Obligations, the Subordinated Lender shall forthwith shall deliver the same to Agent for application against the Senior LenderObligations, in the exact form received, duly indorsed endorsed to the Senior LenderAgent, if required, in each case to be applied to the payment or prepayment of the applicable Senior Obligations in accordance with the terms of the applicable Senior Loan Documents until the such Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the Subordinated Lender as the property of the Senior LenderLenders, segregated from other funds and property held by the Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Each of the The Subordinated Lender Holders and the Debtors agrees Borrower agree that upon the occurrence of any Insolvency Subordination Event: (i1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii2) any payment or distribution of assets of the DebtorsBorrower, whether in cash, property or securities, to which the any Subordinated Lender Holder would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsBorrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Agent, for the account of the Senior LenderLenders, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the any Subordinated LenderHolder. (b) Upon the occurrence of any event or proceeding described in clause (1) or (2) of the definition of "Insolvency Event" commenced by or against the Borrower: (1) each Subordinated Holder irrevocably authorizes and empowers the Agent (A) to demand, sue xxx, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions (but excluding the right to vote any claim of any Subordinated Holder in any such proceeding), in its own name as Agent, or in the name of the Subordinated Holders or otherwise, as the Agent may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Agent to take any such action, and provided, further, however, that if the Agent shall take such action, the Agent shall use its reasonable efforts to keep the Subordinated Holders reasonably informed in connection with such action; (2) each Subordinated Holder shall take such action, duly and promptly, as the Agent may reasonably request from time to time (A) to collect the Subordinated Obligations for the account of the Senior Lenders and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (3) each Subordinated Holder shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Agent may reasonably request to enable the Agent to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the any Subordinated Lender Holder in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), such Subordinated Lender Holder forthwith shall deliver the same to the Agent for the account of the Senior LenderLenders, in the form received, duly indorsed endorsed to the Senior LenderAgent, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender Holder as the property of the Senior LenderLenders, segregated from other funds and property held by the such Subordinated LenderHolder.

Additional Provisions Concerning Subordination. (a) Each of The Subordinated Lenders, the Subordinated Lender Borrower and the Debtors agrees Primal agree that upon the occurrence of any Insolvency Event: (i1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and (ii2) any payment or distribution of assets of the DebtorsBorrower, whether in cash, property or securities, to which the any Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsBorrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to the any Subordinated Lender. (b) Upon the occurrence of any “Insolvency Event”: (1) each Subordinated Lender irrevocably authorizes and empowers the Senior Lender (A) to demand, xxx for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Senior Lender, or in the name of the Subordinated Lenders or otherwise, as the Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided, however, that the foregoing authorization and empowerment imposes no obligation on the Senior Lender to take any such action; (2) each Subordinated Lender shall take such commercially reasonable action, duly and promptly, as the Senior Lender may request from time to time (A) to collect the Subordinated Obligations for the account of the Senior Lender and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (3) each Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender may request to enable the Senior Lender to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by the any Subordinated Lender in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), such Subordinated Lender forthwith shall deliver the same to the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by the such Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by the such Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Each of the Subordinated Lender and the Debtors agrees that upon the occurrence of any Insolvency EventCompany hereby agree as follows: (ia) all Senior Obligations shall be paid in full before In the event of any payment dissolution, winding up, liquidation, arrangement or distribution of whatever kind or nature is made with respect reorganization relating to the Subordinated Obligations; and (ii) any payment or distribution of assets of the DebtorsCompany, whether in cashany bankruptcy, property insolvency, arrangement, reorganization or securities, to which the Subordinated Lender would be entitled except receivership proceedings or upon an assignment for the provisions hereof, shall be paid or delivered by the Debtors, benefit of creditors or any receiverother marshalling of the assets and liabilities of the Company or otherwise, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind excluding any Subordinated Note Issuances owing to any Subordinated Lender (whether in cash, securities or nature shall other property) which otherwise would be made payable or deliverable upon or with respect to the Subordinated Lender. (b) If any payment or distribution, whether consisting of money, property or securities, Debt shall be collected paid or received by delivered directly to the Subordinated Lender in respect holders or owners of the Subordinated Obligations, the Subordinated Lender forthwith shall deliver the same to the Senior Lender, Debt for application (in the form receivedcase of cash) to, duly indorsed to or as collateral (in the Senior Lendercase of securities or other non-cash property) for, if required, to be applied to the payment or prepayment of the Senior Obligations Debt until the Senior Obligations are Debt shall have been paid in full. Until so deliveredfull (excluding indemnity obligations under the Senior Debt Documents that are contingent and for which no claim has been asserted). (b) In any proceeding referred to in subsection (a) of this Section 4 commenced by or against the Company, (i) the Senior Lenders may, such and are hereby irrevocably authorized and empowered (in their own name, in the name of all of the Senior Lenders, in the name of any Subordinated Lender or otherwise), but shall have no obligation, to, (A) demand, xxx for, collect and receive every payment or distribution shall be held referred to in trust by subsection (a) of this Section 4 and (B) file claims and proofs of claim in respect of the Subordinated Lender Debt if there should remain not more than 30 days before such action is barred, prohibited or otherwise cannot be taken (including, without limitation, voting the Subordinated Debt or enforcing any security interest or other lien securing payment of the Subordinated Debt) as the property Senior Lenders may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Senior LenderLenders hereunder; and (ii) each Subordinated Lender will, at the Senior Lenders' expense, duly and promptly take such action as the Senior Lenders may request (A) to collect the Subordinated Debt for the account of the Senior Lenders and to file appropriate claims or proofs of claim with respect thereto, (B) to execute and deliver to the Senior Lenders such powers of attorney, assignments or other instruments as the Senior Lenders may request in order to enable it to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt with the exception of the Subordinated Note Issuances. (c) All payments or distributions upon or with respect to the Subordinated Debt which are received by any Subordinated Lender contrary to the provisions of this Agreement shall be received in trust for the benefit of the Senior Lenders, shall be segregated from other funds and property held by any Subordinated Lender and shall be forthwith paid over to the Senior Lenders in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of securities or other non-cash property) for the payment or prepayment of the Senior Debt until the Senior Debt shall have been paid in full in cash, and all commitments under the Senior Debt Documents have been terminated (excluding indemnity obligations under the Senior Debt Documents that are contingent and for which no claim has been asserted). If any amount received by the Senior Lenders is rescinded or returned for any reason, the subordination provisions shall be reinstated with respect thereto. (d) The Senior Lenders are hereby authorized to demand specific performance of this Agreement at any time when any Subordinated LenderLender shall have failed to comply with any of the provisions of this Agreement applicable to any Subordinated Lender whether or not the Company shall have complied with any of the provisions hereof applicable to the Company, and each Subordinated Lender hereby irrevocably waives any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.