Common use of Bankruptcy and Insolvency Clause in Contracts

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan Parties, dissolution, liquidation or any other marshaling of the assets or liabilities of the Loan Parties, the Manager will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties in respect of the Subordinated Obligations and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager where necessary) for application to the then-existing Senior Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Obligations, unless and until the Senior Indebtedness has been paid in full. If the Manager shall fail to take any such action, the Lender, as attorney-in-fact for the Manager, may, but shall not be obligated to, take such action on the Manager’s behalf. The Manager hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for the Manager to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, and to take such other action in the Lender’s own name or in the Manager’s name as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in full. If the Manager Subordinated Creditor shall fail to take any such action, the Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the Manager’s Subordinated Creditor's behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx sue for, collect and receive any and all such moneys, dividends or other otxxx assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s 's own name or in the Manager’s name of the Subordinated Creditor as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager Subordinated Creditors will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Preferred Lender and promptly pay over to the Preferred Lender in the form received (except for the endorsement of the Manager Subordinated Creditors where necessary) for application to the then-existing Senior IndebtednessPreferred Lender Debt, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Indebtedness Preferred Lender Debt has been paid in full. If the Manager any Subordinated Creditors shall fail to take any such action, the Preferred Lender, as attorney-in-fact for the ManagerSubordinated Creditors, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Subordinated Creditors each hereby irrevocably appoints appoint the Preferred Lender, or any of its agents, officers or employees on behalf of the Preferred Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Preferred Lender’s own name or in the Manager’s name of the Subordinated Creditor as the Preferred Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and each of the Manager Subordinated Creditors will execute and deliver to the Preferred Lender such other and further powers-of-attorney or instruments as the Preferred Lender may request in order to accomplish the foregoing. If the Preferred Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditors shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in full. If the Manager Subordinated Creditor shall fail to take any such action, the Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the Manager’s Subordinated Creditor's behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx sue for, collect and receive any and all such moneys, dividends or other oxxxr assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s 's own name or in the Manager’s name of the Subordinated Creditor as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager will Collateral Agent may, on behalf of Subordinated Creditor, file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior all Lender Indebtedness has been paid in full. If the Manager shall fail Collateral Agent, on behalf of Subordinated Creditor, fails to take any such actionaction within 30 days of being entitled to do so, the Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for Subordinated Creditor (which appointment is coupled with an interest) with the Manager power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets received on account of the Subordinated Indebtedness and give acquittance therefor and to file any claim, proof of claim or other instrument of similar charactercharacter regarding the Subordinated Indebtedness, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension, and to take such other action in the Lender’s own name or in the Manager’s name of Subordinated Creditor as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager Subordinated Creditors will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender Preferred Lenders and promptly pay over to the Lender Preferred Lenders in the form received (except for the endorsement of the Manager Subordinated Creditors where necessary) for application to the then-existing Senior IndebtednessPreferred Lenders Debt, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Indebtedness Preferred Lenders Debt has been paid in full. If the Manager a Subordinated Creditor shall fail to take any such action, the LenderPreferred Lenders, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Subordinated Creditors each hereby irrevocably appoints the LenderPreferred Lenders, or any of its agents, officers or employees on behalf of a Preferred Lender designated by the LenderPreferred Lenders, as the attorney-in-fact for the Manager Subordinated Creditors (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s own Preferred Lenders’ name or in the Manager’s name of the Subordinated Creditors as the Lender Preferred Lenders may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditors will each execute and deliver to the Lender Preferred Lenders such other and further powers-of-attorney or instruments as the Lender Preferred Lenders may request in order to accomplish the foregoing. If the Preferred Lenders desire to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditors shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan Partiesany Borrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan Partiesany Borrower, the Manager Subordinated Creditors will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties such Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Subordinated Creditors where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in fullfull and the Lender’s Lien in the Collateral has been terminated. If the Manager Subordinated Creditors shall fail to take any such action, the Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the Manager’s Subordinated Creditors’ behalf. The Manager Subordinated Creditors hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for the Manager Subordinated Creditors (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s own name or in the Manager’s name of the Subordinated Creditors as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditors will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing. If the Lender desires to permit the use of cash collateral or to provide post-petition financing to a Borrower, the Subordinated Creditors shall not object to the same or assert that their interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either any of the Loan PartiesCompanies, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of any of the Loan PartiesCompanies (an "Insolvency Proceeding"), the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties applicable Company in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender Senior Agent and promptly pay over to the Lender Senior Agent in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing the Senior Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Indebtedness has been paid in fullfull and the Senior Agent's Lien in the Collateral has been terminated. If the Manager Subordinated Creditor shall fail to take any such action, the LenderSenior Agent, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the Manager’s Subordinated Creditor's behalf. The Manager Subordinated Creditor hereby irrevocably appoints the LenderSenior Agent, or any of its agents, officers or employees on behalf of the LenderSenior Agent, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx sxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s Senior Agent's own name or in the Manager’s name of the Subordinated Creditor as the Lender Senior Agent may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender Senior Agent such other and further powers-of-attorney or instruments as the Lender Senior Agent may request in order to accomplish the foregoing. If the Senior Agent desires to permit the use of cash collateral or to provide post-petition financing to the Company, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, or any Subsidiary dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, or any Subsidiary the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower, and the Subsidiaries in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in full. If the Manager Subordinated Creditor shall fail to take any such action, SKR:maw 287995.03 2/25/99 3 the Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the Manager’s Subordinated Creditor's behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx sue for, collect and receive any receivx xny and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s 's own name or in the Manager’s name of the Subordinated Creditor as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan Partiesany Borrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan Partiesany Borrower, the Manager Subordinated Creditors will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties such Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Subordinated Creditors where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in fullfull and the Lender’s Lien in the Collateral has been terminated. If the Manager Subordinated Creditors shall fail to take any such action, the Lender, as attorney-in-fact for the ManagerSubordinated Creditors, may, but shall not be obligated to, may take such action on the Manager’s Subordinated Creditors’ behalf. The Manager Subordinated Creditors hereby irrevocably appoints appoint the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for the Manager Subordinated Creditors (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s own name or in the Manager’s name of the Subordinated Creditors as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditors will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing. If the Lender desires to permit the use of cash collateral or to provide post-petition financing to a Borrower, the Subordinated Creditors shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy lawBankruptcy Law, the sale of all or substantially all of the assets of either of the any Loan PartiesParty, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the any Loan PartiesParty (each, a “Proceeding”), the Manager Subordinated Creditors will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager applicable Subordinated Creditor where necessary) for application to the then-existing Senior the Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in fullfull and the Lender’s Lien in the Collateral has been terminated. If the Manager any Subordinated Creditor shall fail to take any such action, the Lender, as attorney-in-fact for the Managersuch Subordinated Creditor, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Each Subordinated Creditor hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for such Subordinated Creditor (which appointment is coupled with an interest) with the Manager power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising its Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s own name or in the Manager’s name of such Subordinated Creditor as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager such Subordinated Creditor will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing. Each Subordinated Creditor expressly agrees that the Lender will have the unfettered right in accordance with this Agreement and applicable law to commence any Proceeding and/or to release any Lien of the Lender on any or all Collateral at any time and from time to time and that the Lender shall be entitled to receive and apply upon the Lender Indebtedness any and all proceeds that it may receive in consideration of any such release. Until the payment in full of the Lender Indebtedness has occurred, each Subordinated Creditor agrees that, in the event of any Proceeding, it: (a) will not oppose or object to the use of any cash collateral under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, unless consented to by the Lender or the Lender shall oppose or object to such use of cash collateral; (b) will not oppose or object to any post-petition financing, whether provided by the Lender or by any other Person(s), to the extent consented to by the Lender, under Section 364 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law (a “DIP Financing”), which DIP Financing shall constitute Lender Indebtedness hereunder; (c) will not oppose or object to any sale or other disposition of any Collateral free and clear of claims under Section 363 of the Bankruptcy Code, or any comparable provision of any other Bankruptcy Law, if the Lender shall consent to such sale or disposition, and each Subordinated Creditor further agrees to waive any rights it may have as a secured creditor pursuant to Section 363(f)(2) of the Bankruptcy Code in connection with any such sale or disposition; (d) will not contest, or support any other person in contesting, any request by the Lender for adequate protection; (e) will not seek or request relief from or modification of the automatic stay or any other stay in any Proceeding, or oppose (or support any other Person opposing) any claim by the Lender for any such relief or modification; or (f) will not oppose or seek to challenge (or support any other Person opposing or challenging) any claim by the Lender for allowance in any Proceeding of Lender Indebtedness consisting of post-petition interest, fees or expenses as provided in the Credit Agreement. In the event of a sale or other disposition by any Loan Party of some or all of the Collateral in connection with a Proceeding and/or the liquidation or winding up of its business, each Subordinated Creditor agrees to release its Lien on such Collateral, promptly (and in any event within three business days) upon the request of Lender, whether or not such Subordinated Creditor will receive any proceeds from such sale, provided that such Subordinated Creditor retains any rights and Liens it may have as a junior secured creditor with respect to the Subordinated Indebtedness with respect to the surplus, if any, arising from any such sale or disposition. Should any Subordinated Creditor fail to provide a release of its Lien in any such Collateral sold in accordance with the provisions of the preceding sentence within three business days after its receipt of Lender’s written request, Lender may, acting as Subordinated Creditor’s attorney-in-fact, do so itself in Subordinated Creditor’s name. Such power of attorney is coupled with an interest and is irrevocable until the payment in full of the Lender Indebtedness shall have occurred. If Lender is required in any Proceeding or otherwise to turn over or otherwise pay to the estate of Borrowers any amount paid in respect of Lender Indebtedness (each a “Recovery”), then Lender shall be entitled to a reinstatement of the Lender Indebtedness with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan Parties, dissolution, liquidation or any other marshaling of the assets or liabilities of the Loan PartiesBorrower (a "Bankruptcy Event"), the Manager Parent will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Subordinate Obligations and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Parent where necessary) for application to the then-existing Senior Indebtedness, any and all moneys, dividends or other assets thereafter received in any such proceedings on account of the Subordinated Subordinate Obligations, unless and until the Senior Indebtedness has been paid in full. If the Manager shall fail Parent fails to take any such action, the Lender, as attorney-in-fact for the ManagerParent, may, but shall not be obligated to, may take such action on the Manager’s behalfParent's behalf prior to ten business days before the deadline for taking any such action. The Manager Parent hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for the Manager Parent (which appointment is coupled with an interest) in connection with a Bankruptcy Event with the power but not the duty to demand, xxx sue for, collect and receive any and all such moneys, dividends or other otxxx assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinate Obligations to accept or reject any loan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s 's own name or in the Manager’s name of the Parent as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Parent will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling of the assets or liabilities of the Loan PartiesBorrower, the Manager Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations obligation of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Creditor where necessary) for application to the then-existing Senior IndebtednessLender indebtedness, any and all moneys, dividends or other property or assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in full. If the Manager Creditor shall fail to take any such action, the Lender, as attorney-in-fact for the ManagerCreditor, may, but shall not be obligated to, may take such action on the Manager’s Creditor's behalf. The Manager Creditor hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for Creditor (which appointment is coupled with an interest) with the Manager power but not the duty to demand, xxx sue for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s 's own name or in the Manager’s name of Creditor as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Creditor will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender Bank and promptly pay over to the Lender Bank in the form received (except for the endorsement of the Manager Creditor where necessary) for application to the then-existing Senior Bank Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Bank Indebtedness has been paid in full. If the Manager Creditor shall fail to take any such action, the LenderBank, as attorney-in-fact for the ManagerCreditor, may, but shall not be obligated to, may take such action on the Manager’s Creditor's behalf. The Manager Creditor hereby irrevocably appoints the LenderBank, or any of its agents, officers or employees on behalf of the LenderBank, as the attorney-in-fact for the Manager Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s Bank's own name or in the Manager’s name of the Creditor as the Lender Bank may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Creditor will execute and deliver to the Lender Bank such other and further powers-of-attorney or instruments as the Lender Bank may request in order to accomplish the foregoing.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, or any Subsidiary dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, or any Subsidiary the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower, and the Subsidiaries in respect of the Subordinated Obligations Indebtedness and will hold in SKR:maw 288005.03 2/25/99 3 trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in full. If the Manager Subordinated Creditor shall fail to take any such action, the Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the Manager’s Subordinated Creditor's behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx sue for, collect and receive any receivx xny and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s 's own name or in the Manager’s name of the Subordinated Creditor as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing.

Bankruptcy and Insolvency. In the event of any receivership, voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, readjustment of debt, arrangement, composition, assignment for the benefit of creditorscreditors or other similar proceeding relative to the Lessee or any of the Lessee's property, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially then and in any such event: (i) all of the assets Obligations shall first be paid in full before any payment or distribution of either of the Loan Partiesany character, dissolutionwhether in cash, liquidation or any other marshaling of the assets or liabilities of the Loan Partiessecurities, the Manager will file all claims, proofs of claim obligations or other instruments property, shall be made in respect to the Affiliated Party Debt; (ii) any payment or distribution of similar character necessary to enforce any character, which would otherwise (but for the obligations of the Loan Parties terms hereof) be payable or deliverable in respect of the Subordinated Affiliated Party Debt (including, without limitation, any payment or distribution of any other indebtedness of the Lessee being subordinated to the Affiliated Party Debt), shall be paid or delivered directly to the Lessor until all of the Obligations shall have been paid in full, and will hold in trust for the Lender Affiliated Parties or any other holders of the Affiliated Party Debt irrevocably authorize, empower and promptly pay direct all receivers, custodians, trustees, liquidators, conservators, and others having authority with respect to the Leased Property (or any portion thereof) to effect all such payments and deliveries; (iii) upon the written request of the Lessor, the Affiliated Parties shall prove, enforce and endeavor to obtain payment of the aggregate outstanding amount of all unpaid Affiliated Party Debt payments due and payable, or thereafter becoming due and payable from the Lessee to the Affiliated Parties, and shall turn over to the Lender Lessor in precisely the form received (except for the endorsement received, any payment of the Manager where necessary) any kind or character on account of such Affiliated Party Debt for application to the then-existing Senior Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account payment of the Subordinated Obligations, unless and until . In the Senior Indebtedness has been paid in full. If event that the Manager Affiliated Parties shall fail to take any such actionaction requested by the Lessor, the Lender, Lessor as attorney-in-fact for the ManagerAffiliated Parties, maywith full power of substitution, but shall not be obligated to, may take such action on the Manager’s behalf. The Manager hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the LenderAffiliated Parties, as but for the use and benefit of the Lessor. This power of attorney, being coupled with an interest, shall be irrevocable until all of the Lease Obligations are fully paid and performed and shall not be affected by any disability or incapacity which any of the Affiliated Parties may suffer and shall survive the same. The power of attorney conferred on the Lessor by the foregoing provisions is provided solely to protect the interests of the Lessor and shall not impose any duty on the Lessor to exercise any such power, and neither the Lessor nor such attorney-in-fact shall be liable for the Manager to demandany act, xxx foromission, collect and receive any and all such moneyserror in judgment or mistake of law, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, and to take such other action in the Lender’s own name or in the Manager’s name except as the Lender same may deem necessary result from its gross negligence or advisable for wilful misconduct; and (iv) the enforcement Affiliated Parties or any other holder of the agreements contained herein; and the Manager will Affiliated Party Debt shall execute and deliver to the Lender Lessor all such further instruments confirming the authorization referred to in the foregoing clauses (ii) and (iii), and any powers of attorney specifically confirming the rights of the Lessor arising hereunder, and all such proofs of claim, assignments of claim and other instruments and shall take all such other and further powers-of-attorney or instruments actions as may be requested by the Lender may request Lessor in order to accomplish enable the foregoingLessor to enforce any and all claims upon or in respect of such Affiliated Party Debt and to collect and give any and all payments or distributions which may be payable or deliverable at any time upon or with respect to such Affiliated Party Debt.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in full. If the Manager Subordinated Creditor shall fail to take any such action, the Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx sxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s own name or in the Manager’s name of the Subordinated Creditor as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and except as otherwise provided in Section 3 will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in fullfull and the Senior Lender’s Lien in the Senior Collateral has been terminated. If the Manager Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its agents, officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the Manager’s name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan Partiesany Borrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan Partiesany Borrower, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties such Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender Banks and promptly pay over to the Lender Banks in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior IndebtednessDebt, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Indebtedness Debt has been paid in fullfull and the Banks’ Lien in the Collateral has been terminated. If the Manager Subordinated Creditor shall fail to take any such action, UMB Bank, N.A., acting as Agent on behalf of the LenderBanks, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Subordinated Creditor hereby irrevocably appoints the LenderUMB Bank, or any of its agentsN.A., officers or employees acting as Agent on behalf of the LenderBanks, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power, but not the duty, to demand, xxx sxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s Banks’ own name names or in the Manager’s name of the Subordinated Creditor as UMB Bank, N.A., acting as Agent on behalf of the Lender Banks, may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender UMB Bank, N.A. such other and further powers-of-attorney or instruments as the Lender UMB Bank, N.A. may reasonably request in order to accomplish the foregoing. If the Banks desire to permit the use of cash collateral or to provide post-petition financing to the Borrowers, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In Each Subordinated Creditor agrees that, in the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy lawlaw (each, an “Insolvency Event”), the sale of all or substantially all of the assets of either of the Loan Partiesany Obligor, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan Partiesany Obligor, the Manager it will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties such Obligor in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Manager such Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid Paid in fullFull and the Senior Lender’s Lien in the Collateral has been terminated. If the Manager Each Subordinated Creditor agrees that, if any Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Managereach Subordinated Creditor, may, but shall not be obligated to, may take such action on each Subordinated Creditor’s behalf (provided that the Manager’s behalfSenior Lender may only file claims and proofs of claim in respect of the Subordinated Indebtedness if there shall remain not more than 30 days before such action is barred, prohibited or otherwise cannot be taken). The Manager Each Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its agents, officers or employees on behalf of the Senior Lender, as the attorney-in-fact for such Subordinated Creditor (which appointment is coupled with an interest) with the Manager power but not the duty, upon the occurrence, and during the continuance, of an Insolvency Event, to demand, xxx sxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the Manager’s name of any Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; , and the Manager each Subordinated Creditor agrees that it will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may reasonably request in order to accomplish the foregoing. Each Subordinated Creditor agrees that, if the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to any Obligor, such Subordinated Creditor shall not object to the same on the grounds that its interests are not being adequately protected; provided that such Subordinated Creditor is granted the same liens and security interests on the post-petition Collateral that may be granted to or for the benefit of the Senior Lender, junior only to the liens or security interests of the Senior Lender therein.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesIngredients, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesIngredients, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Ingredients in respect of the Subordinated Obligations Indebtedness and except as otherwise provided in Section 3 will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in fullfull and the Senior Lender’s Lien in the Senior Collateral has been terminated. If the Manager Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its agents, officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the Manager’s name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to Ingredients, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in fullfull and the Senior Lender’s Lien in the Collateral has been terminated, except for proceeds from (i) the Subordinated Creditor Collateral, (ii) the Collateral after the expiration of the Standstill Period and (iii) debt relating to Trade Payables Indebtedness. If the Manager Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its agents, officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the Manager’s name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager Subordinated Creditors will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender Senior Lenders and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Manager Subordinated Creditors where necessary) for application to the then-existing Senior IndebtednessLender Debt, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Indebtedness Lender Debt has been paid in full. If the Manager a Subordinated Creditor shall fail to take any such action, the LenderSenior Lenders, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Subordinated Creditors each hereby irrevocably appoints the LenderSenior Lenders, or any of its agents, officers or employees on behalf of the Senior Lenders designated by such Senior Lender, as the attorney-in-fact for the Manager Subordinated Creditors (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance acquaintance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the Manager’s name of the Subordinated Creditors as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditors will each execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditors shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, ------------------------- insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesCompany, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesCompany, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Company in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender Wells Fargo and promptly pay over to the Lender Wells Fargo in the form received (except xxxept for the endorsement of the Manager Sxxxxxinated Creditor where necessary) for application to the then-existing Senior Wells Fargo Indebtedness, any and all moneys, dividends or other assets received assexx xxceived in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Wells Fargo Indebtedness has been paid in fullfull and Wells Fargo's Lien xx xhe Collateral has been terminated. If the Manager Suboxxxxxted Creditor shall fail to take any such action, the LenderWells Fargo, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, take such may txxx xuch action on the Manager’s Subordinated Creditor's behalf. The Manager Subordinated Creditor hereby irrevocably appoints the LenderWells Fargo, or any of its agents, officers or employees on behalf of the LenderWells Fxxxx, as the attorney-in-fact for the Manager Subordinated Creditor (wxxxx appointment is coupled with an interest) with the power but not the duty to demand, xxx sue for, collect and receive any and all such moneys, dividends or other otxxx assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s Wells Fargo's own name or in the Manager’s name of the Subordinated Creditor as the Lender Xxxxs Fargo may deem necessary or advisable for the enforcement of the agreements thx xxxeements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender Wells Fargo such other and further powers-of-attorney or instruments as the Lender xx Xxlls Fargo may request in order to accomplish the foregoing. If Wellx Xxxgo desires to permit the use of cash collateral or to providx xxxt-petition financing to the Company, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling of the assets or liabilities of the Loan PartiesBorrower, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender Lenders and the Agent and promptly pay over to the Lender Agent in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in full. If the Manager Subordinated Creditor shall fail to take any such action, the LenderAgent, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the Manager’s Subordinated Creditor's behalf. The Manager Subordinated Creditor hereby irrevocably appoints the LenderAgent, or any of its agents, officers or employees on behalf of the LenderAgent, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s Agent's own name or in the Manager’s name of the Subordinated Creditor as the Lender Agent may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender Agent such other and further powers-of-attorney or instruments as the Lender Agent may request in order to accomplish the foregoing.

Bankruptcy and Insolvency. In Notwithstanding any other provision of this Agreement, the Credit Agreement or any other security document or loan document entered into in connection with the Senior Debt, unless and until all Senior Debt has been indefeasibly paid in full, the Lenders have no further obligation to make loans or other credit extensions to the Borrower and the Administrative Agent has released its security interest in the Collateral, in the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditorscreditors by or with respect to the Borrower or any other Loan Party, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, or the dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, then (i) all Senior Debt shall first be paid in full before any payment or distribution of any character, whether in cash, securities, or other property, shall be made in respect of any Subordinated Debt, (ii) any payment or distribution of any character, whether in cash, securities, or other property, which would otherwise (but for the Manager terms hereof) be payable or deliverable in respect of any Subordinated Debt, including without limitation all Permitted Payments and Accrued Royalties, shall be paid or delivered directly to Administrative Agent, for the benefit of Lenders, for application to the Senior Debt in such mariner as the Administrative Agent shall determine in its sole discretion until all Senior Debt shall have been paid in full, and Subordinated Creditor irrevocably authorizes, empowers, and directs all receivers, trustees, liquidators, conservators, and others having authority to effect all such payments and deliveries, and (iii) the Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Debt and will hold in trust for the Lender Administrative Agent and promptly pay over to the Lender Administrative Agent in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior IndebtednessDebt, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated Obligations, unless and until the Senior Indebtedness has been paid in fullDebt. If the Manager Subordinated Creditor shall fail to take any such action, the LenderAdministrative Agent, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the LenderAdministrative Agent, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest), with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and (x) if the Subordinated Creditor has not filed its claim properly by the date that is 10 days before the claims bar date, to file any claim, proof of claim or other instrument of similar character, and (y) if the Subordinated Creditor has not properly voted its claims comprising the Subordinated Debt to take accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension by the date that is 5 days before required date therefor, to vote any such other action in the Lender’s own name or in the Manager’s name as the Lender may deem necessary or advisable for the enforcement of the agreements contained hereinclaims; and the Manager Subordinated Creditor will execute and deliver to the Lender such Administrative Agent such’ other and further powers-of-attorney or instruments as the Lender Administrative Agent may request in order to accomplish the foregoing. If the Administrative Agent desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that their interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in fullfull and the Senior Lender’s Lien in the Collateral has been terminated. If the Manager Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Upon the occurrence of any of the events described in this paragraph, the Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its agents, officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the Manager’s name of the Subordinated Creditor as the Senior 8878\85\941071.7 Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In Each Subordinated Creditor agrees that, in the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy lawlaw (each, an “Insolvency Event”), the sale of all or substantially all of the assets of either of the Loan Partiesany Obligor, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan Partiesany Obligor, the Manager it will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties such Obligor in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Manager such Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid Paid in fullFull and the Senior Lender’s Lien in the Collateral has been terminated. If the Manager Each Subordinated Creditor agrees that, if any Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Managereach Subordinated Creditor, may, but shall not be obligated to, may take such action on each Subordinated Creditor’s behalf (provided that the Manager’s behalfSenior Lender may only file claims and proofs of claim in respect of the Subordinated Indebtedness if there shall remain not more than 30 days before such action is barred, prohibited or otherwise cannot be taken). The Manager Each Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its agents, officers or employees on behalf of the Senior Lender, as the attorney-in-fact for such Subordinated Creditor (which appointment is coupled with an interest) with the Manager power but not the duty, upon the occurrence, and during the continuance, of an Insolvency Event, to demand, xxx sxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the Manager’s name of any Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager each Subordinated Creditor agrees that it will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may reasonably request in order to accomplish the foregoing. Each Subordinated Creditor agrees that, if the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to any Obligor, such Subordinated Creditor shall not object to the same on the grounds that its interests are not being adequately protected; provided that such Subordinated Creditor is granted the same liens and security interests on the post-petition Collateral that may be granted to or for the benefit of the Senior Lender, junior only to the liens or security interests of the Senior Lender therein.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan Partiesany Borrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan Partiesany Borrower, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties such Borrower in respect of the Subordinated Obligations Debt and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsDebt, unless and until the Senior Lender Indebtedness has been paid in fullfull and the Lender’s Lien in the Collateral has been terminated. If the Manager Subordinated Creditor shall fail to take any such action, the Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall is not be hereby obligated to, take such action on the ManagerSubordinated Creditor’s behalf. The Manager In the event of Subordinated Creditor’s failure to take such action, then Subordinated Creditor hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lenderemployees, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest), with the power, but not the duty, to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Debt, to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension, and to take such other action in the Lender’s own name of the Lender or in the Manager’s name of the Subordinated Creditor as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing. If the Lender desires to permit the use of cash collateral or to provide post-petition financing to a Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, or any Subsidiary dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, or any Subsidiary the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower, and the Subsidiaries in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior SKR:maw 287997.03 2/25/99 3 Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in full. If the Manager Subordinated Creditor shall fail to take any such action, the Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the Manager’s Subordinated Creditor's behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx sue for, collect and receive any receivx xny and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s 's own name or in the Manager’s name of the Subordinated Creditor as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in fullfull and the Lender’s security interest in the Collateral has been terminated. If the Manager Subordinated Creditor shall fail to take any such action, the Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s own name or in the Manager’s name of the Subordinated Creditor as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing. If the Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan Partiesany Borrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan Partiesany Borrower, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties such Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender Banks and promptly pay over to the Lender Banks in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-then- existing Senior IndebtednessDebt, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Indebtedness Debt has been paid in fullfull and the Banks' Lien in the Collateral has been terminated. If the Manager Subordinated Creditor shall fail to take any such action, UMB Bank, N.A., acting as Agent on behalf of the LenderBanks, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the Manager’s Subordinated Creditor's behalf. The Manager Subordinated Creditor hereby irrevocably appoints the LenderUMB Bank, or any of its agentsN.A., officers or employees acting as Agent on behalf of the LenderBanks, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power, but not the duty, to demand, xxx sxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s Banks' own name names or in the Manager’s name of the Subordinated Creditor as UMB Bank, N.A., acting as Agent on behalf of the Lender Banks, may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender UMB Bank, N.A, such other and further powers-of-attorney or instruments as the Lender UMB Bank, N.A. may reasonably request in order to accomplish the foregoing. If the Banks desire to permit the use of cash collateral or to provide post-petition financing to the Borrowers, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan Partiesany Borrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan Partiesany Borrower, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties such Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in fullfull and the Lender’s Lien in the Collateral has been terminated. If the Manager Subordinated Creditor shall fail to take any such action, the Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any planof partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s own name or in the Manager’s name of the Subordinated Creditor as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing. If the Lender desires to permit the use of cash collateral or to provide post-petition financing to a Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender Senior Lenders and promptly pay over to the Lender Senior Lenders in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior IndebtednessDebt, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Indebtedness Debt has been paid in fullfull and the Senior Lenders’ Lien in the Collateral has been terminated. If the Manager Subordinated Creditor shall fail to take any such action, UMB Bank, N.A., acting on behalf of the LenderSenior Lenders, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Subordinated Creditor hereby irrevocably appoints the LenderUMB Bank, or any of its agentsN.A., officers or employees acting on behalf of the LenderSenior Lenders, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power, but not the duty, to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s Senior Lenders’ own name names or in the Manager’s name of the Subordinated Creditor as UMB Bank, N.A., acting on behalf of the Lender Senior Lenders, may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender UMB Bank, N.A. such other and further powers-of-attorney or instruments as the Lender UMB Bank, N.A. may reasonably request in order to accomplish the foregoing. If the Senior Lenders desire to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager Subordinated Creditors will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Preferred Lender and promptly pay over to the Preferred Lender in the form received (except for the endorsement of the Manager Subordinated Creditors where necessary) for application to the then-existing Senior IndebtednessPreferred Lender Debt, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Indebtedness Preferred Lender Debt has been paid in full. If the Manager a Subordinated Creditor shall fail to take any such action, the LenderPreferred Lenders, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the Manager’s Subordinated Creditor's behalf. The Manager Subordinated Creditors each hereby irrevocably appoints the Preferred Lender, or any of its agents, officers or employees on behalf of the Preferred Lender designated by the Preferred Lender, as the attorney-in-fact for the Manager Subordinated Creditors (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance acquaintance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Preferred Lender’s own 's name or in the Manager’s name of the Subordinated Creditors as the Preferred Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditors will each execute and deliver to the Preferred Lender such other and further powers-of-attorney or instruments as the Preferred Lender may request in order to accomplish the foregoing. If the Preferred Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditors shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In Each Subordinated Creditor agrees that, in the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy lawlaw (each, an “Insolvency Event”), the sale of all or substantially all of the assets of either of the Loan Partiesany Obligor, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan Partiesany Obligor, the Manager it will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties such Obligor in respect of the Subordinated Obligations Indebtedness (provided that the Senior Lender may only file claims and proofs of claim in respect of the Subordinated Indebtedness if there shall remain not more than 30 days before such action is barred, prohibited or otherwise cannot be taken) and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Manager such Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid Paid in fullFull and the Senior Lender’s Lien in the Collateral has been terminated. If the Manager Each Subordinated Creditor agrees that, if any Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the Managereach Subordinated Creditor, may, but shall not be obligated to, may take such action on the Managereach Subordinated Creditor’s behalf. The Manager Each Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its agents, officers or employees on behalf of the Senior Lender, as the attorney-in-fact for such Subordinated Creditor (which appointment is coupled with an interest) with the Manager power but not the duty, upon the occurrence, and during the continuance, of an Insolvency Event, to demand, xxx sxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s own name or in the Manager’s name of any Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager each Subordinated Creditor agrees that it will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may reasonably request in order to accomplish the foregoing. Each Subordinated Creditor agrees that, if the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to any Obligor, such Subordinated Creditor shall not object to the same on the grounds that its interests are not being adequately protected; provided that such Subordinated Creditor is granted the same liens and security interests on the post-petition Collateral that may be granted to or for the benefit of the Senior Lender, junior only to the liens or security interests of the Senior Lender therein.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrowers, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrowers, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrowers in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in fullfull and Lender’s Lien in the Collateral has been terminated. If the Manager Subordinated Creditor shall fail to take any such action, the Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the ManagerSubordinated Creditor’s behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s own name or in the Manager’s name of the Subordinated Creditor as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing. If Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrowers, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until all of the Senior Lender Indebtedness has been paid in full, no agreement remains between the Senior Lender and the Borrower with respect to further advances and the Senior Lender is obligated under applicable law to release its Lien in the Collateral,. If the Manager Subordinated Creditor shall fail to take any such action, the Senior Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the Manager’s Subordinated Creditor's behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Senior Lender, or any of its agents, officers or employees on behalf of the Senior Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Senior Lender’s 's own name or in the Manager’s name of the Subordinated Creditor as the Senior Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may request in order to accomplish the foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that its interests are not being adequately protected.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditorscreditors by Borrower, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling marshalling of the assets or liabilities of the Loan PartiesBorrower, the Manager Investors will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Investor Indebtedness and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Investors where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsInvestor Indebtedness, unless and until the Senior Lender Indebtedness has been paid in full. If the Manager Investors shall fail to take any such action, the Lender, as attorney-in-fact for the ManagerInvestors, may, but shall not be obligated to, may take such action on the Manager’s Investors' behalf. The Manager Investors hereby irrevocably appoints the appoint Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for Investors (which appointment is coupled with an interest) with the Manager power but not the duty to demand, xxx forsue xxx, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Investor Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s 's own name or in the Manager’s name of Investors as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Investors will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing.

Bankruptcy and Insolvency. In the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the assets of either of the Loan PartiesBorrower, dissolution, liquidation or any other marshaling of the assets or liabilities of the Loan PartiesBorrower, the Manager Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Loan Parties Borrower in respect of the Subordinated Obligations Indebtedness and will hold in trust for the Lender and promptly pay over to the Lender in the form received (except for the endorsement of the Manager Subordinated Creditor where necessary) for application to the then-existing Senior Lender Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account of the Subordinated ObligationsIndebtedness, unless and until the Senior Lender Indebtedness has been paid in full. If the Manager Subordinated Creditor shall fail to take any such action, the Lender, as attorney-in-fact for the ManagerSubordinated Creditor, may, but shall not be obligated to, may take such action on the Manager’s Subordinated Creditor's behalf. The Manager Subordinated Creditor hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the Lender, as the attorney-in-fact for the Manager Subordinated Creditor (which appointment is coupled with an interest) with the power but not the duty to demand, xxx forsue xxx, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the Lender’s 's own name or in the Manager’s name of the Subordinated Creditor as the Lender may deem necessary or advisable for the enforcement of the agreements contained herein; and the Manager Subordinated Creditor will execute and deliver to the Lender such other and further powers-of-attorney or instruments as the Lender may request in order to accomplish the foregoing.

Bankruptcy and Insolvency. In the event of any receivership, voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, readjustment of debt, arrangement, composition, assignment for the benefit of creditorscreditors or other similar proceeding relative to the Lessee or any of the Lessee's property, reorganization or arrangement with creditors, whether or not pursuant to bankruptcy law, the sale of all or substantially then and in any such event: (i) all of the assets Obligations shall first be paid in full before any payment or distribution of either of the Loan Partiesany character, dissolutionwhether in cash, liquidation or any other marshaling of the assets or liabilities of the Loan Partiessecurities, the Manager will file all claims, proofs of claim obligations or other instruments property, shall be made in respect to the Affiliated Party Debt; (ii) any payment or distribution of similar character necessary to enforce any character, which would otherwise (but for the obligations of the Loan Parties terms hereof) be payable or deliverable in respect of the Subordinated Affiliated Party Debt (including, without limitation, any payment or distribution of any other indebtedness of the Lessee being subordinated to the Affiliated Party Debt), shall be paid or delivered directly to the Lessor until all of the Obligations shall have been paid in full, and will hold in trust for the Lender Affiliated Parties or any other holders of the Affiliated Party Debt irrevocably authorize, empower and promptly pay direct all receivers, custodians, trustees, liquidators, conservators, and others having authority with respect to the Leased Property to effect all such payments and deliveries; (iii) upon the written request of the Lessor, the Affiliated Parties shall prove, enforce and endeavor to obtain payment of the aggregate outstanding amount of all unpaid Affiliated Party Debt payments due and payable, or thereafter becoming due and payable from the Lessee to the Affiliated Parties, and shall turn over to the Lender Lessor in precisely the form received (except for the endorsement received, any payment of the Manager where necessary) any kind or character on account of such Affiliated Party Debt for application to the then-existing Senior Indebtedness, any and all moneys, dividends or other assets received in any such proceedings on account payment of the Subordinated Obligations, unless and until . In the Senior Indebtedness has been paid in full. If event that the Manager Affiliated Parties shall fail to take any such actionaction requested by the Lessor, the Lender, Lessor as attorney-in-fact for the ManagerAffiliated Parties, maywith full power of substitution, but shall not be obligated to, may take such action on the Manager’s behalf. The Manager hereby irrevocably appoints the Lender, or any of its agents, officers or employees on behalf of the LenderAffiliated Parties, as but for the use and benefit of the Lessor. This power of attorney, being coupled with an interest, shall be irrevocable until all of the Lease Obligations are fully paid and performed and shall not be affected by any disability or incapacity which any of the Affiliated Parties may suffer and shall survive the same. The power of attorney conferred on the Lessor by the foregoing provisions is provided solely to protect the interests of the Lessor and shall not impose any duty on the Lessor to exercise any such power, and neither the Lessor nor such attorney-in-fact shall be liable for the Manager to demandany act, xxx foromission, collect and receive any and all such moneyserror in judgment or mistake of law, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, and to take such other action in the Lender’s own name or in the Manager’s name except as the Lender same may deem necessary result from its gross negligence or advisable for wilful misconduct; and (iv) the enforcement Affiliated Parties or any other holder of the agreements contained herein; and the Manager will Affiliated Party Debt shall execute and deliver to the Lender Lessor all such further instruments confirming the authorization referred to in the foregoing clauses (ii) and (iii), and any powers of attorney specifically confirming the rights of the Lessor arising hereunder, and all such proofs of claim, assignments of claim and other instruments and shall take all such other and further powers-of-attorney or instruments actions as may be requested by the Lender may request Lessor in order to accomplish enable the foregoingLessor to enforce any and all claims upon or in respect of such Affiliated Party Debt and to collect and give any and all payments or distributions which may be payable or deliverable at any time upon or with respect to such Affiliated Party Debt.