Common use of Additional Provisions Concerning Subordination Clause in Contracts

Additional Provisions Concerning Subordination. (a) Each of the Debtors and Subordinated Lender 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 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 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 Subordinated Lender. (b) Upon the occurrence of any Insolvency Event: (i) Subordinated Lender irrevocably authorizes and empowers Senior Lender (A) to demand, ▇▇▇ 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 Subordinated Lender in respect of the Subordinated Obligations, Subordinated Lender forthwith shall deliver the same to Senior Lender, in the form received, duly indorsed to 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 Subordinated Lender as the property of Senior Lender, segregated from other funds and property held by Subordinated Lender.

Additional Provisions Concerning Subordination. Without limiting any other term or provision in this Agreement: (a) Each of the Debtors The Subordinated Lenders and Subordinated Lender 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 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 LenderLender for application against the Senior Obligations (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 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) Upon the occurrence of any Insolvency EventProceeding commenced by or against any Credit Party: (i) each Subordinated Lender irrevocably authorizes and empowers Senior Lender (A) to demand, ▇▇▇ 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 proceeding, until the Senior Obligations are paid in full, and give acquittance therefor, ; (ii) each Subordinated Lender irrevocably authorizes and (B) empowers Senior Lender to file claims and proofs of claim in any statutory or non-statutory proceeding such Insolvency Proceeding and take such other actions, in its own name as Senior Lendername, or in the name of the Subordinated Lender 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; (iiiii) each Subordinated Lender shall take such action, duly and promptly, as Senior Lender may request from time to time time: (A) to collect the Subordinated Obligations for the account of the Senior Lender and Lenders until the Senior Obligations are paid in full; and (B) to file appropriate proofs of claim in respect of the Subordinated ObligationsObligations and deliver copies of any such proofs of claim to Senior Lender; and (iiiiv) 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 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) If 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, such Subordinated Lender shall forthwith shall deliver the same to Senior LenderLender for application against the Senior Obligations, in the exact form received, duly indorsed endorsed to 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 such Subordinated Lender as the property of the Senior LenderLenders, segregated from other funds and property held by such Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Each of the Debtors Payee and Subordinated Lender Maker agree that upon any payment or distribution of the occurrence assets of any Insolvency EventMaker upon a total or partial liquidation or a total or partial dissolution of Maker or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Maker or its property: (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 ObligationsDebt; and (ii) any payment or distribution of assets of the DebtorsMaker, whether in cash, property or securities, to which Subordinated Lender Payee would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsMaker, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person person or entity making such payment or distribution, directly to the holders of the Senior LenderObligations or their representative, ratably in accordance with the amounts thereof, 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 LenderPayee. (b) Upon the occurrence of any Insolvency Event: (i) Subordinated Lender irrevocably authorizes and empowers Senior Lender (A) to demand, ▇▇▇ 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 distributiondistribution from the assets of Maker, whether consisting of money, property or securities, shall be collected or received by Subordinated Lender Payee in respect of the Subordinated ObligationsDebt, Subordinated Lender except payments of principal or interest permitted to be made at the time of payment as provided in Section 4.1(b) (ii)(x) above, Payee forthwith shall deliver the same to the holders of the Senior LenderObligations or their representative, ratably in accordance with the form received, duly indorsed to Senior Lenderamounts thereof, 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 Subordinated Lender Payee as the property of such holders of the Senior LenderObligations, segregated from other funds and property held by Subordinated LenderPayee.

Additional Provisions Concerning Subordination. (a) Each of the Debtors and Subordinated Lender agree 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) Upon the occurrence of any Insolvency Event: (i) Subordinated Lender irrevocably authorizes and empowers Senior Lender (A) to demand, ▇▇▇ 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. Each of the Subordinated Creditor and the Loan Parties agrees as follows: (a) Each of In the Debtors and Subordinated Lender agree that upon the occurrence event of any Insolvency Event: (i) all Senior Obligations shall be paid in full before 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 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 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 other property) which otherwise would be payable or deliverable upon or with respect to the Subordinated Debt shall be made paid or delivered directly to Subordinated Lenderthe holders or owners of the Senior Debt for application (in the case of cash) to, or 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 (excluding indemnity obligations under the Senior Debt Documents that are contingent and for which no claim has been asserted). (b) Upon In any proceeding referred to in subsection (a) of this Section 4 commenced by or against the occurrence of any Insolvency Event:Obligor, (i) the holders of the Senior Debt may, 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 Lender irrevocably authorizes and empowers Senior Lender Creditor or otherwise), but shall have no obligation, to, (A) to demand, ▇▇▇ for, collect and receive every payment or distribution on account referred to in subsection (a) of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, this Section 4 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 ObligationsDebt 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 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 (iiiii) the Subordinated Lender shall 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 proofs of claim or other instruments as the holders of the Senior Lender Debt may request in order to enable Senior Lender it to enforce any and all claims in with respect of to, and any security interests and other liens securing payment of, the Subordinated Obligations Debt, and (C) to collect and receive any and all payments and or distributions which may be payable or deliverable at any time upon or in with respect of to the Subordinated ObligationsDebt. (c) If any payment All payments or distribution, whether consisting distributions upon or with respect to the Subordinated Debt which are received by the Subordinated Creditor contrary to the provisions of money, property or securitiesthis Agreement shall be received in trust for the benefit of the holders of the Senior Debt, shall be collected or received by Subordinated Lender in respect of the Subordinated Obligations, Subordinated Lender forthwith shall deliver the same to Senior Lender, in the form received, duly indorsed to 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 Subordinated Lender as the property of Senior Lender, 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 Debtors and Subordinated Lender agree 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 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 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 Subordinated Lender. (b) Upon the occurrence of any Insolvency Event: (i) Subordinated Lender irrevocably authorizes and empowers Senior Lender (A) to demand, ▇▇▇ 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 Subordinated Lender in respect of the Subordinated Obligations, Subordinated Lender forthwith shall deliver the same to Senior Lender, in the form received, duly indorsed to Senior Lender, 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. (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, such payment or distribution shall be held in trust by Subordinated Lender as the property case may be, whether or not the particular Subordinated Creditor or the particular Obligor against whom such relief is sought shall have complied with any of the provisions hereof, and the Subordinated 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 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 Obligations, 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 exercising any rights against Borrower or others (including without limitation, the Subordinated Creditors); and property held (iv) apply any sums received, by Subordinated Lenderwhomsoever 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 The Subordinated Note Trustee, for itself and on behalf of the Debtors existing and future Subordinated Debtholders, the Borrower and the Subordinated Guarantors agree in favor of Senior Lender agree that 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 Lender Debtholder or the Subordinated 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 LenderDebtholder or the Subordinated Note Trustee. (b) Upon the occurrence of any Insolvency Event: (i) Subordinated Lender irrevocably authorizes and empowers Senior Lender (A) to demand, ▇▇▇ 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 direct or indirect payment or distribution, whether consisting of money, property or securities, shall be collected or received by any Subordinated Lender Debtholder or the Subordinated 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 Lender Note Trustee, if payment is made as permitted in Section 2(f), then the Subordinated 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 Debtors Agent and Subordinated Lender Delta 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; andRights, and no default shall exist under the New Pledge Agreements in respect of any Subordinated Rights by virtue of the application of the provisions of this Agreement to the Subordinated Rights. (iib) Agent and Delta agree that any payment or distribution of assets in respect of the Debtors, whether in cash, property or securitiesPledged Residuals, to which Subordinated Lender Agent would be entitled except for the provisions hereof, shall be paid or delivered by the DebtorsDelta, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to Senior Lender, 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 Subordinated Lender. (b) Upon the occurrence of any Insolvency Event: (i) Subordinated Lender irrevocably authorizes and empowers Senior Lender (A) to demand, ▇▇▇ 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 ObligationsAgent. (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by Subordinated Lender in respect the Agent from the Pledged Residuals without the prior written consent of the Subordinated ObligationsSenior Lenders, Subordinated Lender Agent forthwith shall deliver the same to Senior Lender, Lenders in the form received, duly indorsed endorsed to Senior LenderLenders, if required, to be applied to the payment or prepayment of the related Senior Obligations until the such Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by Subordinated Lender Agent as the property of Senior LenderLenders, segregated from other funds and property held by Subordinated LenderAgent.

Additional Provisions Concerning Subordination. The Junior Creditor and the Credit Parties agree as follows: (a) Each In the event of (x) any dissolution, winding-up, liquidation or reorganization of a Credit Party (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 the Debtors Credit Party, whether involving insolvency or bankruptcy, or any other marshalling of the assets and Subordinated Lender agree liabilities of the Credit Party or otherwise), or (y) any Event of Default or an event that upon with notice or passage of time would constitute an Event of Default, or any default, demand for payment or acceleration of maturity regarding the occurrence of any Insolvency EventJunior Obligations: (i) all Senior Obligations shall first be paid in full to the Agent for the benefit of the holders of the Senior Obligations before any payment or distribution of whatever kind or nature is made with respect to upon the Subordinated principal of, interest on, or any fees, costs, charges or expenses in connection with, the Junior Obligations; and (ii) to the extent necessary to pay in full all Senior Obligations remaining unpaid after giving effect to any concurrent payment or distribution to the holders of the Senior Obligations, any payment or distribution of assets of the Debtorsa Credit Party, whether in cash, property or securities, securities to which Subordinated Lender the Junior Creditor 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, agent or other Person person making such payment or distribution, directly to the Agent to be applied to outstanding Senior Lender, to the extent necessary to pay in full all Senior Obligations, Obligations before any payment or distribution of any kind or nature shall be is made to Subordinated Lenderupon the Junior Obligations. (b) Upon In any proceeding referred to or resulting from any event referred to in subsection (a) of this Section 14.4 commenced by or against the occurrence of any Insolvency EventBorrower: (i) Subordinated Lender The Agent may, and is hereby irrevocably authorizes authorized and empowers Senior Lender empowered (in its own name or in the name of the Junior Creditor or otherwise), but shall have no obligation to, (A) to demand, ▇▇▇ for, collect and receive every payment or distribution on account referred to in subsection (a) of the Subordinated Obligations payable or deliverable in connection with such event or proceeding this Section 14.4 and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding respect of the Junior Obligations and (C) take such other actions, in its own name action as Senior Lender, or in the name of Subordinated Lender or otherwise, as Senior Lender Agent may deem necessary or advisable for the exercise or enforcement of any of the provisions rights or interests of this Agreement; provided, however, that the foregoing authorization Agent and empowerment imposes no obligation on Senior Lender to take any such action;the Lenders. (ii) Subordinated Lender shall The Junior Creditor will duly and promptly take such action, duly and promptly, action as Senior Lender the Agent may reasonably request from time to time (A) to collect the Subordinated Junior Obligations for the account of the holders of the Senior Lender Obligations and (B) to file appropriate claims or proofs of claim in with respect of the Subordinated Obligations; and (iii) Subordinated Lender shall thereto, to execute and deliver to the Agent such powers of attorney, assignments or proofs of claim or other instruments as Senior Lender the Agent may request in order to enable Senior Lender it to enforce any and all claims in with respect of to the Subordinated Obligations Junior Obligations, and to collect and receive any and all payments and or distributions which that may be payable or deliverable at any time upon or in with respect of to the Subordinated Junior Obligations. (c) If any payment All payments or distribution, whether consisting of money, property distributions upon or securities, shall be collected or with respect to the Junior Obligations that are received by Subordinated Lender in respect of the Subordinated Obligations, Subordinated Lender forthwith shall deliver the same to Senior Lender, in the form received, duly indorsed to Senior Lender, if required, to be applied Junior Creditor contrary to the payment or prepayment provisions 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 Subordinated Lender as the property of Senior Lender, segregated from other funds and property held by Subordinated Lender.this

Additional Provisions Concerning Subordination. (a) Each of the Debtors and Subordinated Lender 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 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 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 Subordinated Lender. (b) Upon the occurrence of any Insolvency Event: (i) Subordinated Lender irrevocably authorizes and empowers Senior Lender (AC) to demand, ▇▇▇ 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 (BD) 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 Subordinated Lender in respect of the Subordinated Obligations, Subordinated Lender forthwith shall deliver the same to Senior Lender, in the form received, duly indorsed to 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 Subordinated Lender as the property of Senior Lender, segregated from other funds and property held by Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Each Subordinated Creditor and each of the Debtors and Subordinated Lender Obligors agree that upon as follows: a. In the occurrence event of (i) any dissolution, winding up, liquidation or reorganization of any Insolvency Eventof the Obligors (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 of the Obligors, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of any of the Obligors or otherwise); or (ii) any Event of Default or an event which with notice and/or passage of time would constitute an Event of Default (as such term is defined in the Credit Agreement), or any default, demand for payment or acceleration of maturity regarding the Subordinated Obligations: (i1) all Senior Obligations shall first be paid to the Lender 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 before any other action described in Section 2 and 4 hereof is taken by any Subordinated Creditor; and (ii2) any payment or distribution of assets of any of the DebtorsObligors, whether in cash, property or securities, securities to which the Subordinated Lender Creditors would be entitled with respect to the Subordinated Obligations except for the provisions hereof, shall be paid or delivered by the DebtorsObligors, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other Person person making such payment or distribution, directly to Senior the Lender, to the extent necessary to pay in full all Senior ObligationsObligations remaining unpaid, after giving effect of any concurrent payment or distribution to the Lender before any payment or distribution of any kind or nature shall be is made to any Subordinated Lender.Creditor; b. In any proceeding referred to or resulting from any event referred to in subsection (ba) Upon of this Section 3 commenced by or against any of the occurrence of any Insolvency Event: Obligors, each Subordinated Creditor will duly and promptly take such action as the Lender may reasonably request to (i) Subordinated Lender irrevocably authorizes and empowers Senior Lender (A) to demand, sue ▇▇▇ for▇, collect and receive every payment any and all payments or distribution on account referred to in subsection (a) of this Section 3 which may be payable or deliverable upon or with respect to the Subordinated Obligations payable and to file appropriate claims or deliverable in connection proofs of claim with such event or proceeding and give acquittance thereforrespect thereto, and (Bii) execute and deliver to file the Lender such powers of attorney, assignments or other instruments as the Lender may request in order to enable it to enforce any and all claims and proofs of claim in any statutory or non-statutory proceeding and with respect to the Subordinated Obligations. In the event the Subordinated Creditors fail to take such other actionsaction upon the Lender's request, the Lender may, and is hereby irrevocably authorized and empowered (in its own name as Senior Lender, or in the name of the Subordinated Lender Creditors or otherwise) but shall have no obligation to, (i) demand, sue ▇▇▇, collect and receive any and all payments or distribution which may be payable or deliverable upon or with respect to the Subordinated Obligations and to give acquittance therefore, (ii) file appropriate claims or proofs of claim in respect of the Subordinated Obligations and (iii) take such other action as Senior the Lender may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Lender hereunder. c. All payments or distributions upon or with respect to the Subordinated Obligations which are received by any of the Subordinated Creditors contrary to the provisions of this Agreement; providedSubordination Agreement shall be deemed to be the property of the Lender, 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 be received in trust for the account benefit of Senior Lender the Lender, shall be segregated from other funds and (B) to file appropriate proofs of claim in respect property held by any of the Subordinated Obligations; and (iii) Subordinated Lender shall execute Creditors 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 Subordinated forthwith paid over to the Lender in respect of the Subordinated Obligations, Subordinated Lender forthwith shall deliver the same to Senior Lender, in the form received, duly indorsed to 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; d. Each Subordinated Creditor hereby waives any requirement for marshalling of assets by the Lender in connection with any foreclosure of any lien of the Lender under the Senior Obligation Documents; e. Each Subordinated Creditor shall not take any action to impair or otherwise adversely affect the foreclosure of, or other realization of the Lender's rights under the Senior Obligation Documents; and f. The Lender is hereby authorized to demand specific performance of this Subordination Agreement at any time when any Subordinated Creditor shall have failed to comply with any of the provisions of this Subordination Agreement, 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 payment or distribution shall be held in trust by Subordinated Lender as the property remedy of Senior Lender, segregated from other funds and property held by Subordinated Lenderspecific performance.

Additional Provisions Concerning Subordination. (a) Each Section 3(a) of the Debtors and Subordinated Lender agree that upon the occurrence of any Insolvency EventOriginal Seller Subordination Agreement is amended to read as follows: (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 (ii) any payment or distribution of assets of the Debtors, whether in cash, property or securities, to which 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 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 Subordinated Lender. (b) Upon the occurrence of any Insolvency Event: (i) Subordinated Lender irrevocably authorizes and empowers Senior Lender (A) to demand, ▇▇▇ 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 be entitled to time (A) to collect the Subordinated Obligations for the account of Senior Lender and (B) to file appropriate proofs of claim in respect payment of the Subordinated Obligations; andLender Pari Passu Share under the circumstances described in Section 2(f)." (iiib) 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 Section 3(c) of the Subordinated Obligations and Original Seller Subordination Agreement is amended 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.read as follows: (c) If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by any Subordinated Lender in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as expressly provided in Section 2(b), such 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 Senior Lenderthe Administrative Agent, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full; provided, however, that if the Tranche A and Tranche B Loans have been paid in full, the Subordinated Lenders shall be entitled to retain an amount equal to the Subordinated Lender Pari Passu Share with respect to payments made under the circumstances described in Section 2(f). Until so delivered, such payment or distribution shall be held in trust by such Subordinated Lender as the property of the Administrative Agent, for the account of the Senior LenderLenders, segregated from other funds and property held by such Subordinated LenderLenders."

Additional Provisions Concerning Subordination. (a) Each of the Debtors and The Subordinated Lender and the 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: (i1) the Subordinated Lender irrevocably authorizes and empowers the Senior Lender (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 Senior Lender, 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; (ii2) 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 (iii3) 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 Debtors and Subordinated Lender 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 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 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 Subordinated Lender. (b) Upon the occurrence of any Insolvency Event: (i) Subordinated Lender irrevocably authorizes and empowers Senior Lender (A) to demand, ▇▇▇ 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 Subordinated Lender in respect of the Subordinated Obligations, Subordinated Lender forthwith shall deliver the same to Senior Lender, in the form received, duly indorsed to 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 Subordinated Lender as the property of Senior Lender, segregated from other funds and property held by Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Each of The Subordinated Lender and the Debtors and Subordinated Lender 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, ▇▇▇ 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 Lenders, each Borrower and the Debtors and Subordinated Lender 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 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 any Subordinated Lender. (b) Upon the occurrence of any "Insolvency Event": (i1) each Subordinated Lender irrevocably authorizes and empowers the Senior Lender (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 Senior Lender, or in the name of the Subordinated Lender 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; (ii2) 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) 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 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 such Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by 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. Each of the Subordinated Creditor and the Obligors agree as follows: (a) Each of In the Debtors and Subordinated Lender agree 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 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 Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature (whether in cash, securities or other property) which otherwise would be payable or deliverable upon or with respect to any of the Subordinated Obligations shall be made paid or delivered directly to Subordinated Lender.the Senior Agent for application (in the case of cash) to, or 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; (bii) Upon the occurrence Senior Agent may, and is hereby irrevocably authorized and empowered (in its own name or in the name of any Insolvency Event: (i) the Subordinated Lender irrevocably authorizes and empowers Senior Lender Creditor or otherwise), but shall have no obligation, to, (A) to demand, ▇▇▇ for, collect and receive every payment or distribution on account referred to in clause (i) of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, subsection (a) of this Section 4 and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding in respect of the Subordinated Obligations and take such other actionsaction (including, in its own name without limitation, voting the Subordinated Obligations) as the Senior Lender, or in the name of Subordinated Lender or otherwise, as Senior Lender Agent may deem necessary or advisable for the exercise or enforcement of any of the provisions rights or interests of this Agreementthe Senior Agent hereunder; provided, howeverthat 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, that the foregoing authorization and empowerment imposes no obligation on Senior Lender Subordinated Creditor may file proof of claims in respect of the Subordinated Obligations prior to take any the expiration of the applicable period to file such action;proof of claims; and (iiiii) the Subordinated Lender shall Creditor will duly and promptly take such action, duly and promptly, action as the Senior Lender Agent may request from time to time at the expense of the Borrower (A) to collect the Subordinated Obligations for the account of Senior Lender the Finance Parties and to file appropriate claims or proofs of claim with respect thereto, (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and (iii) Subordinated Lender shall execute and deliver to the Senior Agent such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender Agent may request in order to enable Senior Lender it to enforce any and all claims in with respect of to, and any security interests and other liens securing payment of, the Subordinated Obligations Obligations, and (C) to collect and receive any and all payments and or distributions which may be payable or deliverable at any time upon or in with respect of to the Subordinated Obligations. (cb) If any payment All payments or distribution, whether consisting distributions upon or with respect to the Subordinated Obligations which are received by the Subordinated Creditor contrary to the provisions of money, property or securitiesthis Agreement shall be received in trust for the benefit of the Senior Agent (on behalf of the Finance Parties), shall be collected or received segregated from other funds and property held by Subordinated Lender in respect of the Subordinated Obligations, Subordinated Lender Creditor and shall be forthwith shall deliver paid over to the Senior Agent in the same to Senior Lender, in the form received, duly indorsed to Senior Lender, if required, 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 are paid shall have been indefeasibly Paid in full. Until so deliveredFull. (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 payment or distribution shall be held in trust by Subordinated Lender as the property remedy of Senior Lender, segregated from other funds and property held by Subordinated Lenderspecific performance.

Additional Provisions Concerning Subordination. (a) Each of The Subordinated Lenders, the Debtors Borrowers and Subordinated Lender the 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 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 any Subordinated Lender. (b) Upon the occurrence of any "Insolvency Event": (i1) each Subordinated Lender irrevocably authorizes and empowers the Senior Lender (A) to demand, ▇▇▇ 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 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; (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 (iii2) 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 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 such Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by such Subordinated Lender.

Additional Provisions Concerning Subordination. (a) Each of the Debtors and The Subordinated Lender and the 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: (i1) the Subordinated Lender irrevocably authorizes and empowers the Senior Lender (A) to demand, ▇▇▇ 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, 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; (ii2) 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 (iii3) 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. The Junior Creditor and the Credit Parties agree as follows: (a) Each In the event of (x) any dissolution, winding-up, liquidation or reorganization of a Credit Party (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 the Debtors Credit Party, whether involving insolvency or bankruptcy, or any other marshalling of the assets and Subordinated Lender agree liabilities of the Credit Party or otherwise), or (y) any Event of Default or an event that upon with notice or passage of time would constitute an Event of Default, or any default, demand for payment or acceleration of maturity regarding the occurrence of any Insolvency EventJunior Obligations: (i) all Senior Obligations shall first be paid in full to the Agent for the benefit of the holders of the Senior Obligations before any payment or distribution of whatever kind or nature is made with respect to upon the Subordinated principal of, interest on, or any fees, costs, charges or expenses in connection with, the Junior Obligations; and (ii) to the extent necessary to pay in full all Senior Obligations remaining unpaid after giving effect to any concurrent payment or distribution to the holders of the Senior Obligations, any payment or distribution of assets of the Debtorsa Credit Party, whether in cash, property or securities, securities to which Subordinated Lender the Junior Creditor 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, agent or other Person person making such payment or distribution, directly to the Agent to be applied to outstanding Senior Lender, to the extent necessary to pay in full all Senior Obligations, Obligations before any payment or distribution of any kind or nature shall be is made to Subordinated Lenderupon the Junior Obligations. (b) Upon In any proceeding referred to or resulting from any event referred to in subsection (a) of this Section 14.4 commenced by or against the occurrence of any Insolvency EventBorrower: (i) Subordinated Lender The Agent may, and is hereby irrevocably authorizes authorized and empowers Senior Lender empowered (in its own name or in the name of the Junior Creditor or otherwise), but shall have no obligation to, (A) to demand, ▇▇▇ for, collect and receive every payment or distribution on account referred to in subsection (a) of the Subordinated Obligations payable or deliverable in connection with such event or proceeding this Section 14.4 and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding respect of the Junior Obligations and (C) take such other actions, in its own name action as Senior Lender, or in the name of Subordinated Lender or otherwise, as Senior Lender Agent may deem necessary or advisable for the exercise or enforcement of any of the provisions rights or interests of this Agreement; provided, however, that the foregoing authorization Agent and empowerment imposes no obligation on Senior Lender to take any such action;the Lenders. (ii) Subordinated Lender shall The Junior Creditor will duly and promptly take such action, duly and promptly, action as Senior Lender the Agent may reasonably request from time to time (A) to collect the Subordinated Junior Obligations for the account of the holders of the Senior Lender Obligations and (B) to file appropriate claims or proofs of claim in with respect of the Subordinated Obligations; and (iii) Subordinated Lender shall thereto, to execute and deliver to the Agent such powers of attorney, assignments or proofs of claim or other instruments as Senior Lender the Agent may request in order to enable Senior Lender it to enforce any and all claims in with respect of to the Subordinated Obligations Junior Obligations, and to collect and receive any and all payments and or distributions which that may be payable or deliverable at any time upon or in with respect of to the Subordinated Junior Obligations. (c) If any payment All payments or distribution, whether consisting distributions upon or with respect to the Junior Obligations that are received by the Junior Creditor contrary to the provisions of money, this Article 14 shall be deemed to be the property or securitiesof the holders of the Senior Obligations, shall be collected or received by Subordinated Lender in respect trust for the benefit of the Subordinated holders of the Senior Obligations, Subordinated Lender shall be segregated from other funds and property held by the Junior Creditor and shall be forthwith shall deliver paid over to the Agent for the benefit of the holders of the Senior Obligations in the same to Senior Lender, in the form received, duly indorsed to Senior Lender, if required, as so received (with any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations Obligation until the Senior Obligations are shall have been paid in full. (d) The subordination provisions contained herein are for the benefit of each holder of Senior Obligations and may not be rescinded, modified or cancelled at any time without the prior written consent of all holders. (e) So long as the Junior Obligations remains outstanding, the Junior Creditor agrees not to assert any direct right of legal redress against a Credit Party with respect to the Junior Obligations. Until so delivered, The Junior Creditor hereby authorizes the Agent to take legal action to enforce or protect their interest with respect to the Senior Obligations as it may from time to time see fit. (f) Any holder of Senior Obligations may at any time or from time to time grant to others assignments or participations in the Loans pursuant to the terms of Section 13.3 hereof. Any such payment assignment or distribution participation shall continue to be treated as a Senior Obligation of the Credit Parties and any holder of such an assignment or participation shall be held entitled to the benefits of the subordination set forth in trust by Subordinated Lender as Section 14.2 above. The Junior Creditor will not sell, assign or otherwise dispose of the property Junior Obligations or any portion thereof, or grant any sub-participation therein, without the prior written consent of Senior Lender, segregated from other funds and property held by Subordinated Lenderthe Required Lenders.