Common use of Bankruptcy Issues Clause in Contracts

Bankruptcy Issues. The Junior Creditor agrees that the Senior ----------------- Creditor may consent to the use of cash collateral or provide financing to a Issuer (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) on such terms and conditions and in such amounts as the Senior Creditor, in its sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer (or a trustee appointed for the estate of the Issuer) may grant to the Senior Creditor liens and security interests upon all assets of the Issuer, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor on the assets of the Debtor Parties. All allocations of payments between the Senior Creditor and the Junior Creditor shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior Creditor, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assets. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding and agrees that he will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim he may now or hereafter have arising out of the Senior Creditor's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuer, as debtor in possession. The Junior Creditor agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor receives payments on, or proceeds of collateral for, the Senior Debt which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditor.

Bankruptcy Issues. The Junior Creditor Each of the Noteholders agrees that the Senior ----------------- Creditor Lenders, or any one of them may consent to the use of cash collateral or provide financing to a Issuer (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) Borrower on such terms and conditions and in such amounts as the Senior CreditorLenders, in its their sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer Borrower (or a trustee appointed for the estate of the IssuerBorrower) may grant to the Agent or the Senior Creditor Lenders liens and security interests upon all assets of the IssuerBorrower, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor Noteholders on the assets of the Debtor PartiesBorrower. All allocations of payments between the Senior Creditor Lenders and the Junior Creditor Noteholders shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding a petition under the Bankruptcy Code on the same basis that the payments were to be allocated prior to the date of such filing or commencementfiling. The Junior Creditor Each of the Noteholders agrees that he it will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior CreditorNoteholders, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has Lenders have consented to such sale or disposition of such assets. In the event that the Junior Creditor has Noteholders have or at any time acquires acquire any security for the Subordinated Debt, each of the Junior Creditor Noteholders agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding bankruptcy proceeding and agrees that he it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior CreditorLenders. The Junior Creditor Each of the Noteholders waives any claim he it may now or hereafter have arising out of the Senior CreditorLender's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a IssuerBorrower, as debtor in possession. The Junior Creditor Each of the Noteholders agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the any Senior CreditorLender's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer Borrower may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor receives payments on, or proceeds of collateral for, the Senior Debt which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorLender.

Bankruptcy Issues. The Junior (a) If any Loan Party shall become subject to a Proceeding, Subordinate Creditor agrees that the Senior ----------------- Creditor may consent to the use of cash collateral or provide financing to a Issuer (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) such Loan Party on such terms and conditions and in such amounts as the Senior Creditor, in its sole discretion, may decide and that, in decide. In connection with such cash collateral usage or such financing, the Issuer such Loan Party (or a trustee appointed for the estate of the Issuersuch Loan Party) may grant to the Senior Creditor liens and security interests upon all assets of the Issuersuch Loan Party, which liens and security interests (i) shall compensate Senior Creditor for the use of its cash collateral or secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter)financing; and (ii) shall shall, with respect to the Collateral, be superior in priority to the liens and security interests, if any, held by the Junior Subordinate Creditor on the assets of the Debtor PartiesCollateral. All allocations of payments between the Senior Creditor and the Junior Creditor shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Subordinate Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior Creditor, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assets. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding and agrees that he will not seek to have the automatic stay lifted with respect to such security, without the prior written consent any of the Senior CreditorCollateral. The Junior Subordinate Creditor waives any claim he it may now or hereafter have arising out of the Senior Creditor's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest any lien on the Collateral under Section 364 of the Federal Bankruptcy Code by a Issuersuch Loan Party, as debtor in debtor-in-possession. The Junior Subordinate Creditor agrees not to initiate object to or prosecute challenge any claim or encourage any other person to initiate lien asserted by or prosecute any claim, action or other proceeding (i) challenging the enforceability scheduled on behalf of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to against such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on Loan Party or such committeeLoan Party’s bankruptcy estate. To the extent that the Senior Creditor receives payments on, payment on or proceeds of collateral for, Collateral for the Senior Debt which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, law or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by Senior Creditor. Subordinate Creditor hereby grants to Senior Creditor the right to file proofs of claim on account of the Subordinate Debt in any Proceeding in the event that Subordinate Creditor fails to do so within thirty (30) days prior to the bar date pertaining thereto. Senior Creditor shall be permitted to vote Subordinate Creditor’s claim in any Proceeding, all voting rights with respect thereto being hereby assigned by Subordinate Creditor to Senior Creditor.

Bankruptcy Issues. The Junior Creditor agrees that the Senior ----------------- Creditor may consent to the use of cash collateral or provide financing to a Issuer (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) on such terms and conditions and in such amounts as the Senior Creditor, in its sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer (or a trustee appointed for the estate of the Issuer) may grant to the Senior Creditor liens and security interests upon all assets of the Issuer, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor on the assets of the Debtor Parties. All allocations of payments between the Senior Creditor and the Junior Creditor shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior Creditor, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assets. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding and agrees that he will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim he may now or hereafter have arising out of the Senior Creditor's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuer, as debtor in possession. The Junior Creditor agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor receives payments on, or proceeds of collateral for, the Senior Debt which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditor.

Bankruptcy Issues. The Junior Creditor agrees that (a) In the Senior ----------------- Creditor may consent event of any insolvency, bankruptcy or similar proceeding relating to the use of cash collateral Company or provide financing to a Issuer (under Section 363 its property, any voluntary liquidation, dissolution or Section 364 other winding up of the Bankruptcy Code Company, or otherwise) on such terms and conditions and in such amounts as the Senior Creditor, in its sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer (or a trustee appointed any assignment for the estate benefit of the Issuer) may grant to the Senior Creditor liens and security interests upon all assets its creditors or any other marshalling of the Issuerits assets, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor on the assets of the Debtor Parties. All allocations of payments between the Senior Creditor and the Junior Creditor shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (shall first be paid in full before any payment or any portion thereof) free and clear distribution is made on account of security interests, liens or other claims of the Junior Creditor, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assets. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, and to that end the Junior Creditor agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding and agrees that he will not seek to have the automatic stay lifted with respect to such security, without the prior written consent holder of the Senior CreditorDebt shall be entitled to receive for application and payment thereof any payment or distribution of any kind or character, whether in cash or property or securities, which may be payable or deliverable in any such proceeding in respect of the Subordinated Debt, including any such payment or distribution which may be payable or deliverable by virtue of the provisions of any indebtedness which is subordinate and junior in right of payment to the Subordinated Debt. The Junior Creditor waives In order to enable the Senior Lender to enforce the foregoing rights in any claim he bankruptcy, insolvency or similar action or proceedings, the Senior Lender is hereby irrevocably authorized and empowered in its discretion to make present for and on behalf of the Subordinated Debt as the Senior Lender may now deem expedient and proper, and to vote such claims in any such proceedings and to receive and collect any and all dividends or hereafter have arising out payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior Creditor's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuer, as debtor in possessionDebt. The Junior Creditor Subordinated Lenders agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any and does hereby assign all such claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor Lender, and the Subordinated Lenders further agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to execute such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor receives payments on, or proceeds of collateral for, the Senior Debt which are subsequently invalidated, declared to instruments as may be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorLender to enable the Senior Lender to enforce any and all such claims and collect any and all dividends or other payments or disbursements which may be made on account of the Subordinated Debt.

Bankruptcy Issues. The Junior Creditor agrees that (a) In the Senior ----------------- Creditor may consent event of any insolvency, bankruptcy or similar proceeding relating to the use of cash collateral Company or provide financing to a Issuer (under Section 363 its property, any voluntary liquidation, dissolution or Section 364 other winding up of the Bankruptcy Code Company, or otherwise) on such terms and conditions and in such amounts as the Senior Creditor, in its sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer (or a trustee appointed any assignment for the estate benefit of the Issuer) may grant to the Senior Creditor liens and security interests upon all assets its creditors or any other marshalling of the Issuerits assets, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor on the assets of the Debtor Parties. All allocations of payments between the Senior Creditor and the Junior Creditor shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (shall first be paid in full before any payment or any portion thereof) free and clear distribution is made on account of security interests, liens or other claims of the Junior Creditor, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assets. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, and to that end the Junior Creditor agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding and agrees that he will not seek to have the automatic stay lifted with respect to such security, without the prior written consent holder of the Senior CreditorDebt shall be entitled to receive for application and payment thereof any payment or distribution of any kind or character, whether in cash or property or securities, which may be payable or deliverable in any such proceeding in respect of the Subordinated Debt, including any such payment or distribution which may be payable or deliverable by virtue of the provisions of any indebtedness which is subordinate and junior in right of payment to the Subordinated Debt. The Junior Creditor waives In order to enable the Senior Lender to enforce the foregoing rights in any claim he bankruptcy, insolvency or similar action or proceedings, the Senior Lender is hereby irrevocably authorized and empowered in its discretion to make and present for or on behalf of the Subordinated Lender such proof of claims or claims against the Company on account of the Subordinated Debt as the Senior Lender may now deem expedient and proper, and to vote such claims in any such proceedings and to receive and collect any and all dividends or hereafter have arising out other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Senior Creditor's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuer, as debtor in possessionDebt. The Junior Creditor Subordinated Lender agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any and does hereby assign all such claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor Lender, and the Subordinated Lender further agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to execute such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor receives payments on, or proceeds of collateral for, the Senior Debt which are subsequently invalidated, declared to instruments as may be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorLender to enable the Senior Lender to enforce any and all such claims and collect any and all dividends or other payments or disbursements which may be made on account of the Subordinated Debt.

Bankruptcy Issues. The Junior Creditor agrees that If the Borrower becomes the subject of proceedings under the Bankruptcy Code and if the Senior ----------------- Creditor may consent desires to permit the use of cash collateral or to provide financing to a Issuer (the Borrower under either Section 363 or Section 364 of the Bankruptcy Code or otherwise) on Code, the Junior Creditor agrees that adequate notice of such terms and conditions and in such amounts as financing to the Senior Junior Creditor, in its sole discretionif required under applicable law, may decide and that, in connection with shall have been provided if the Junior Creditor receives notice two (2) business days prior to entry of any order approving such cash collateral usage or such financing, the Issuer (. Notice of a proposed financing or a trustee appointed for the estate use of the Issuer) may grant to the Senior Creditor liens and security interests upon all assets of the Issuer, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) cash collateral shall be superior in priority deemed given upon the sending of such notice to the liens and security interests, if any, held by the Junior Creditor on in the assets of the Debtor Partiesmanner specified in Section 19. All allocations of payments between the Senior Creditor and the Junior Creditor shall, subject to any court order, shall continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior Creditor, if any, petition under Section 363 of the Bankruptcy Code or any other provision of on the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assetsbasis provided in this Agreement. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, the The Junior Creditor agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding and agrees that he will not seek to have the automatic stay lifted with respect to such security, Bankruptcy proceeding without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim he the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuerthe Borrower, as debtor in possession. The Junior Creditor agrees not to initiate , or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committeeby a trustee. To the extent that the Senior Creditor receives payments on, or proceeds of any collateral for, the Senior Debt which are subsequently avoided, invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy Bankruptcy law, state or federal law, common law, law or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditor.

Bankruptcy Issues. (a) The Junior Creditor agrees that provisions of this Agreement shall be applicable both before and after the Senior ----------------- Creditor may consent commencement, whether voluntary or involuntary, of any Insolvency Proceeding by or against any Obligor and all references herein to the use of cash collateral or provide financing any Obligor shall be deemed to apply to any such Obligor as a Issuer (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) on such terms debtor-in-possession and conditions and to any trustee in such amounts as the Senior Creditor, in its sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer (or a trustee appointed bankruptcy for the estate of any such Obligor. Furthermore, this Agreement and the Issuer) may grant subordinations contained herein shall apply notwithstanding the fact that all or any part of the Senior Debt or any claim for or with respect to the Senior Creditor liens and security interests upon all assets Debt is subordinated, avoided or disallowed, in whole or in part, in any Insolvency Proceeding or by other applicable federal, state or foreign law; provided, however, that if the subordination or disallowance of the Issuer, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor on the assets of the Debtor Parties. All allocations of payments between the Senior Creditor and the Junior Creditor shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior Creditor, if any, under Section 363 Senior Lenders are predicated on gross misconduct or bad faith of the Bankruptcy Code or any other provision of Senior Lenders, then the Bankruptcy Code if subordination provisions set forth herein shall not apply. Without limiting the Senior Creditor has consented to such sale or disposition of such assets. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debtforegoing, the Junior Creditor agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding Subordinate Lender expressly covenants and agrees that he will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim he may now or hereafter have arising out of the Senior Creditor's election, in any proceeding instituted this Agreement is enforceable under Chapter 11 of the Bankruptcy Code, of the application of applicable bankruptcy law and should be enforced under Section 1111(b)(2510(a) of the Bankruptcy Code. Until such time as the Senior Debt has been indefeasibly paid in full in cash and Senior Lenders have no further obligation to make any advances under the Senior Loan Documents, and/or Subordinate Lender shall not, and shall not solicit any borrowing person or grant of a security interest under Section 364 of entity to: (i) seek, commence, file, institute, consent to or acquiesce in any Involuntary Proceeding with respect to any Obligor or the Bankruptcy Code by a Issuer, as debtor in possession. The Junior Creditor agrees not Collateral; (ii) seek to initiate or prosecute or encourage consolidate any Obligor with any other person to initiate or prosecute entity in any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt Insolvency Proceeding; or (iii) asserting take any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on action in furtherance of any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor receives payments on, or proceeds of collateral for, the Senior Debt which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditorforegoing.

Bankruptcy Issues. The Junior Creditor Each of the Noteholders agrees that the Senior ----------------- Creditor Lenders, or any one of them may consent to the use of cash collateral or provide financing to a Issuer (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) Borrower on such terms and conditions and in such amounts as the Senior CreditorLenders, in its their sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer Borrower (or a trustee appointed for the estate of the IssuerBorrower) may grant to the Agent or the Senior Creditor Lenders liens and security interests upon all assets of the IssuerBorrower, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the 107 115 filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor Noteholders on the assets of the Debtor PartiesBorrower. All allocations of payments between the Senior Creditor Lenders and the Junior Creditor Noteholders shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding a petition under the Bankruptcy Code on the same basis that the payments were to be allocated prior to the date of such filing or commencementfiling. The Junior Creditor Each of the Noteholders agrees that he it will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior CreditorNoteholders, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has Lenders have consented to such sale or disposition of such assets. In the event that the Junior Creditor has Noteholders have or at any time acquires acquire any security for the Subordinated Debt, each of the Junior Creditor Noteholders agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding bankruptcy proceeding and agrees that he it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior CreditorLenders. The Junior Creditor Each of the Noteholders waives any claim he it may now or hereafter have arising out of the Senior CreditorLender's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a IssuerBorrower, as debtor in possession. The Junior Creditor Each of the Noteholders agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the any Senior CreditorLender's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer Borrower may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor receives payments on, or proceeds of collateral for, the Senior Debt which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorLender.

Bankruptcy Issues. The Junior Creditor agrees that If the Senior ----------------- Creditor may consent Borrower becomes the subject of proceedings under the Bankruptcy Code and if PKM desires to permit the use of cash collateral or to provide financing to a Issuer (the Borrower under either Section 363 or Section 364 of the Bankruptcy Code or otherwiseCode, each of Xxxxxx and Draft agrees that adequate notice of such financing to either of them, if required under applicable law, shall have been provided if each receives notice two (2) on such terms and conditions and in such amounts as the Senior Creditor, in its sole discretion, may decide and that, in connection with business days prior to entry of any order approving such cash collateral usage or such financing, the Issuer (. Notice of a proposed financing or a trustee appointed for the estate use of the Issuer) may grant to the Senior Creditor liens and security interests upon all assets of the Issuer, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) cash collateral shall be superior deemed given upon the sending of such notice to Xxxxxx and Draft in priority to the liens and security interestsmanner specified in Section 14, if any, held by the Junior Creditor on the assets of the Debtor Partiesbelow. All allocations of payments between the Senior Creditor PKM and the Junior Creditor shall, subject to any court order, Xxxxxx and Draft shall continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior Creditor, if any, petition under Section 363 of the Bankruptcy Code or any other provision of on the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assetsbasis provided in this Agreement. In the event that the Junior Creditor has Xxxxxx or Draft at any time acquires any security for the Subordinated Debt, the Junior Creditor each of Xxxxxx and Draft agrees not to assert any right it Xxxxxx or Draft, as the case may be, may have to "“adequate protection" ” of its their respective interest in such security in any Insolvency Bankruptcy proceeding or Liquidation Proceeding and agrees that he will not to seek to have the relief from automatic stay lifted with respect to such securitystay, without the prior written consent of PKM. Each of Xxxxxx and Draft shall promptly deliver any form of adequate projection it receives or the Senior Creditorvalue thereof to PKM. The Junior Creditor Each of Xxxxxx and Draft waives any claim he either may now or hereafter have against PKM arising out of the Senior Creditor's PKM’s election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuerthe Borrower, as debtor in possession. The Junior Creditor agrees not to initiate , or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committeeby a trustee. To the extent that the Senior Creditor PKM receives payments on, or proceeds of any collateral for, the Senior Debt which are subsequently avoided, invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy Bankruptcy law, state or federal law, common law, law or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorPKM.

Bankruptcy Issues. The Junior Creditor BofA agrees that the Senior ----------------- Creditor Agent, the other Holders, and CUSA may consent to the use of cash collateral or provide financing to a Issuer (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) any Grantor on such terms and conditions and in such amounts as the Senior Creditorsuch Person, in its sole discretion, and the applicable court may decide and that, in connection with such cash collateral usage or such financing. Subject to applicable court orders, the Issuer each Grantor (or a trustee appointed for the estate of the Issuerany or all of them) may grant Liens to the Senior Creditor liens and security interests Agent, other Holders or CUSA upon all assets of the Issuersuch Grantor, as applicable, which liens and security interests Liens (i) shall secure payment of all Senior Debt Obligations or Supplemental Term Loan Liabilities, as applicable (whether such Senior Debt Obligations or Supplemental Term Loan Liabilities arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interestsLiens, if any, held by the Junior Creditor BofA on the assets of the Debtor Partiessuch Grantor. All allocations of payments constituting Collateral between the Senior Creditor Holders and/or CUSA and the Junior Creditor BofA shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding a petition under the Bankruptcy Code on the same basis that the payments were to be allocated prior to the date of such filing or commencementfiling. The Junior Creditor BofA agrees that he it will not object to or oppose a sale or other disposition of any assets securing the Senior Debt Obligations or Supplemental Term Loan Liabilities (or any portion thereof) free and clear of security interests, liens Liens or other claims of the Junior Creditor, if any, BofA under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has Agent, the other Holders, CUSA and the applicable court have consented to such sale or disposition of such assets. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right it may have to "adequate protection" For purposes of its interest in such security in any Insolvency or Liquidation Proceeding and agrees that he will not seek to have the automatic stay lifted with respect to such security, without the prior written consent Satisfaction of the Senior Creditor. The Junior Creditor waives any claim he may now or hereafter have arising out of the Senior Creditor's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuer, as debtor in possession. The Junior Creditor agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor receives Obligations and applying payments on, or proceeds of collateral forCollateral to the Obligations and Supplemental Term Loan Liabilities, the Senior Debt which are subsequently invalidatedObligations and Supplemental Term Loan Liabilities shall be deemed to include, declared without limitation, all interest, fees, and other amounts to be fraudulent paid on any of the Obligations or preferentialSupplemental Term Loan Liabilities pursuant to the terms of any Loan Document regardless of whether any such interest, set aside and/or required to fees or other amounts are or would be repaid to recognized or allowed as a trustee, receiver or any other party under claim in any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditorsimilar proceeding.

Bankruptcy Issues. The Junior Creditor agrees that If the Borrower becomes the subject of proceedings under the Bankruptcy Code and if the Senior ----------------- Creditor may consent desires to permit the use of cash collateral or to provide financing to a Issuer (the Borrower under either Section 363 or Section 364 of the Bankruptcy Code or otherwise) on Code, the Junior Creditor agrees that adequate notice of such terms and conditions and in such amounts as financing to the Senior Junior Creditor, in its sole discretionif required under applicable law, may decide and that, in connection with shall have been provided if the Junior Creditor receives notice two (2) business days prior to entry of any order approving such cash collateral usage or such financing, the Issuer (. Notice of a proposed financing or a trustee appointed for the estate use of the Issuer) may grant to the Senior Creditor liens and security interests upon all assets of the Issuer, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) cash collateral shall be superior in priority deemed given upon the sending of such notice to the liens and security interests, if any, held by the Junior Creditor on in the assets of the Debtor Partiesmanner specified in Section 16. All allocations of payments between the Senior Creditor and the Junior Creditor shall, subject to any court order, shall continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior Creditor, if any, petition under Section 363 of the Bankruptcy Code or any other provision of on the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assetsbasis provided in this Agreement. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right it he may have to "adequate protection" of its his interest in such security in any Insolvency Bankruptcy proceeding, or Liquidation Proceeding and agrees that he will not to seek to have his claims in such Bankruptcy proceeding treated as "secured claims" under Section 506(a) of the automatic stay lifted with respect to such securityBankruptcy Code, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim he the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuerthe Borrower, as debtor in possession. The Junior Creditor agrees not to initiate , or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committeeby a trustee. To the extent that the Senior Creditor receives payments on, or proceeds of any collateral for, the Senior Debt which are subsequently avoided, invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy Bankruptcy law, state or federal law, common law, law or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditor.

Bankruptcy Issues. The Junior Creditor agrees that If the Borrower becomes the subject of proceedings under Title 11 of the United States Code (11 U.S.C. ss. 101 et seq.), as amended, (the "Bankruptcy Code"), and if the Senior ----------------- Creditor may consent Lender desires to permit the use of cash collateral or to provide financing to a Issuer (the Borrower under either Section 363 or Section 364 of the Bankruptcy Code or otherwise) on such terms and conditions and in such amounts as the Senior Creditor, in its sole discretion, may decide and that, in connection with such cash collateral usage or such financingCode, the Issuer (or a trustee appointed for the estate Subordinated Obligee agree that adequate notice of the Issuer) may grant such financing to the Senior Creditor liens and security interests upon all assets of Subordinated Obligee shall have been provided if the Issuer, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to Subordinated Obligee receive written notice in accordance with the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor on the assets of the Debtor PartiesBankruptcy Code. All allocations of payments between the Senior Creditor Lender and the Junior Creditor shall, subject to any court order, Subordinated Obligee shall continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding a petition under the Bankruptcy Code on the same basis that the payments were to be allocated prior to the date of such filing or commencementfiling. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior Creditor, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assets. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding and agrees that he will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior Creditor. The Junior Creditor Obligee waives any claim he any one or more of them may now or hereafter have arising out of the Senior CreditorLender's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuerthe Borrower, as debtor in debtors-in-possession. The Junior Creditor agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor Lender receives payments on, or proceeds of collateral for, the Senior Debt Obligations which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior DebtObligations, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorLender.

Bankruptcy Issues. The Junior Creditor agrees that (a) In the Senior ----------------- Creditor may consent event of any insolvency, bankruptcy or similar proceeding relating to the use of cash collateral Company or provide financing to a Issuer (under Section 363 its property, any Voluntary liquidation, dissolution or Section 364 other winding up of the Bankruptcy Code Company, or otherwise) on such terms and conditions and in such amounts as the Senior Creditor, in its sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer (or a trustee appointed any assignment for the estate benefit of the Issuer) may grant to the Senior Creditor liens and security interests upon all assets its creditors or any other marshalling of the Issuerits assets, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor on the assets of the Debtor Parties. All allocations of payments between the Senior Creditor and the Junior Creditor shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (shall first be paid in full before any payment or any portion thereof) free and clear distribution is made on account of security interests, liens or other claims of the Junior Creditor, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assets. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, and to that end the Junior Creditor agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding and agrees that he will not seek to have the automatic stay lifted with respect to such security, without the prior written consent holder of the Senior Creditor. The Junior Creditor waives Debt shall be entitled to receive for application and payment thereof any claim he payment or distribution of any kind or character, whether in cash or property or securities, which may now be payable or hereafter have arising out deliverable in any such proceeding in respect of the Subordinated Debt, including any such payment or distribution which may be payable or deliverable by virtue of the provisions of any indebtedness which is subordinate and junior in right of payment to the Subordinated Debt, except securities which are subordinate in right of payment to the payment of the Senior Creditor's election, Debt. In order to enable the Senior Lender to enforce the foregoing rights in any proceeding instituted under Chapter 11 bankruptcy, insolvency or similar action or proceedings, the Senior Lender is hereby irrevocably authorized and empowered in its discretion to make and present for or on behalf of the Bankruptcy Code, Subordinated Lender such proof of claims or claims against the Company on account of the application of Section 1111(b)(2) of Subordinated Debt as the Bankruptcy CodeSenior Lender may deem expedient and proper, and/or and to vote such claims in any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuer, as debtor in possession. The Junior Creditor agrees not such proceedings and to initiate or prosecute or encourage receive and collect any other person to initiate or prosecute any claim, action and all dividends or other proceeding (i) challenging payments or disbursements made thereon in whatever form the enforceability same may be paid or issued and to apply the same on account of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any Debt. The Subordinated Lender agrees to and does hereby assign all such claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor Lender, and the Subordinated Lender further agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to execute such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor receives payments on, or proceeds of collateral for, the Senior Debt which are subsequently invalidated, declared to instruments as may be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorLender to enable the Senior Lender to enforce any and all such claims and collect any and all dividends or other payments or disbursements which may be made on account of the Subordinated Debt.

Bankruptcy Issues. The Junior Creditor Noteholder agrees that the Senior ----------------- Creditor Lender may consent to the use of cash collateral or provide financing to a Issuer Debtor Party (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) on such terms and conditions and in such amounts as the Senior CreditorLender, in its sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer Debtor Party (or a trustee appointed for the estate of the IssuerDebtor Party) may grant to the Senior Creditor Lender liens and security interests upon all assets of the IssuerDebtor Party, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor Noteholder on the assets of the Debtor Parties. All allocations of payments between the Senior Creditor Lender and the Junior Creditor Noteholder shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor Noteholder agrees that he it will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior CreditorNoteholder, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor Lender has consented to such sale or disposition of such assets. In the event that the Junior Creditor Noteholder has or at any time acquires any security for the Subordinated Debt, the Junior Creditor Noteholder agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding and agrees that he it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior CreditorLender. The Junior Creditor Noteholder waives any claim he it may now or hereafter have arising out of the Senior CreditorLender's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a IssuerDebtor Party, as debtor in possession. The Junior Creditor Noteholder agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior CreditorLender's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer A Debtor Party may hold with respect to the Senior CreditorLender. The Junior Creditor Noteholder agrees that he will not seek participation or participate on any creditors' committee without the Senior CreditorLender's prior written consent. In the event that the Senior Creditor Lender consents to such participation, at the request of the Senior CreditorLender, the Junior Creditor Noteholder will resign from his position on such committee. To the extent that the Senior Creditor Lender receives payments on, or proceeds of collateral for, the Senior Debt which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorLender.

Bankruptcy Issues. The Junior Creditor Noteholder agrees that upon the occurrence of any Insolvency Event the Senior ----------------- Creditor Lenders (or the Administrative Agent acting on their behalf), or any one of them may consent to the use of cash collateral or provide financing to a Issuer (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) Borrower on such terms and conditions and in such amounts as the Senior CreditorLenders, in its their sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer Borrower (or a trustee appointed for the estate of the IssuerBorrower) may grant to the Administrative Agent or the Senior Creditor Lenders liens and security interests upon all assets of the IssuerBorrower, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor Noteholder on the assets of the Debtor PartiesBorrower. All allocations of payments between the Senior Creditor Lenders and the Junior Creditor Noteholder shall, subject to any court order, continue to be made after the filing or other commencement occurrence of any Insolvency or Liquidation Proceeding Event on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior Creditor, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assetsInsolvency Event. In the event that the Junior Creditor Noteholder has or at any time acquires any security for the Subordinated Debt, the Junior Creditor Noteholder agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding bankruptcy proceeding and agrees that he it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior CreditorLenders. The Junior Creditor Noteholder waives any claim he it may now or hereafter have arising out of the Senior CreditorLender's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a IssuerBorrower, as debtor in possession. The Junior Creditor agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor receives payments on, or proceeds of collateral for, the Senior Debt which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditor.

Bankruptcy Issues. The Junior Creditor agrees that If Borrower or Borrower's estate becomes the Senior ----------------- Creditor may consent subject of proceedings under the Bankruptcy Code and if Lender desires to permit the use of cash collateral or to provide financing to a Issuer (Borrower under either Section 363 or Section 364 of the Bankruptcy Code or otherwiseCode, the undersigned agrees that adequate notice of such financing to the undersigned shall have been provided if the undersigned received notice two (2) on such terms and conditions and in such amounts as business days prior to the Senior Creditor, in its sole discretion, may decide and that, in connection with entry of any order approving such cash collateral usage or financing. Notice of a proposed financing or use of cash collateral shall be deemed given upon the sending of such financingnotice by telegraph, the Issuer (telecopy or a trustee appointed for the estate of the Issuer) may grant hand delivery to the Senior Creditor liens and security interests upon all assets of undersigned at the Issuer, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor on the assets of the Debtor Partiesaddress indicated above. All allocations of payments between the Senior Creditor Lender and the Junior Creditor undersigned shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding a petition under the Bankruptcy Code on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior Creditor, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assetsfiling. In the event that the Junior Creditor undersigned has or at any time acquires any security for the Subordinated Debt, the Junior Creditor undersigned agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding bankruptcy proceeding and agrees that he it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior CreditorLender. The Junior Creditor undersigned waives any claim he or defense the undersigned may now or hereafter have arising out of the Senior Creditor's electionelection by Lender, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a IssuerBorrower, as debtor in debtor-in-possession. The Junior Creditor agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor Lender receives payments on, or proceeds of collateral for, the Senior Debt Obligations which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior DebtObligations, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorLender.

Bankruptcy Issues. The Junior Creditor agrees that (a) In the Senior ----------------- Creditor may consent event of any insolvency, bankruptcy or similar proceeding relating to the use of cash collateral Company or provide financing to a Issuer (under Section 363 its property, any voluntary liquidation, dissolution or Section 364 other winding up of the Bankruptcy Code Company, or otherwise) on such terms and conditions and in such amounts as the Senior Creditor, in its sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer (or a trustee appointed any assignment for the estate benefit of the Issuer) may grant to the Senior Creditor liens and security interests upon all assets its creditors or any other marshalling of the Issuerits assets, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor on the assets of the Debtor Parties. All allocations of payments between the Senior Creditor and the Junior Creditor shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (shall first be paid in full before any payment or any portion thereof) free and clear distribution is made on account of security interests, liens or other claims of the Junior Creditor, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assets. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, and to that end the Junior Creditor agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding and agrees that he will not seek to have the automatic stay lifted with respect to such security, without the prior written consent holder of the Senior Creditor. The Junior Creditor waives Debt shall be entitled to receive for application and payment thereof any claim he payment or distribution of any kind or character, whether in cash or property or securities, which may now be payable or hereafter have arising out deliverable in any such proceeding in respect of the Subordinated Debt, including any such payment or distribution which may be payable or deliverable by virtue of the provisions of any indebtedness which is subordinate and junior in right of payment to the Subordinated Debt, except securities which are subordinate in right of payment to the payment of the Senior Creditor's election, Debt. In order to enable the Senior Lender to enforce the foregoing rights in any proceeding instituted under Chapter 11 bankruptcy, insolvency or similar action or proceedings, the Senior Lender is hereby irrevocably authorized an empowered in its discretion to make and present for or on behalf of the Bankruptcy Code, Subordinated Lender such proof of claims or claims against the Company on account of the application of Section 1111(b)(2) of Subordinated Debt as the Bankruptcy CodeSenior Lender may deem expedient and proper, and/or and to vote such claims in any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuer, as debtor in possession. The Junior Creditor agrees not such proceedings and to initiate or prosecute or encourage receive and collect any other person to initiate or prosecute any claim, action and all dividends or other proceeding (i) challenging payments or disbursements made thereon in whatever form the enforceability same may be paid or issued and to apply the same on account of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing Debt. The Subordinated Lender further agrees to execute such instruments as may be required by the Senior Lender to enable the Senior Lender to enforce any and all such claims and collect any and all dividends or other payments or disbursements which may be made on account of the Subordinated Debt or (iii) asserting including any documents of assignment which are necessary to allow the Senior Lender to enforce its claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor receives payments on, or proceeds of collateral for, the Senior Debt which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditor.

Bankruptcy Issues. The Junior Creditor Each of the Noteholders agrees that the Senior ----------------- Creditor Lenders, or any one of them may consent to the use of cash collateral or provide financing to a Issuer (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) Borrower on such terms and conditions and in such amounts as the Senior CreditorLenders, in its their sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer Borrower (or a trustee appointed for the estate of the IssuerBorrower) may grant to the Agent or the Senior Creditor Lenders liens and security interests upon all assets of the IssuerBorrower, which liens and 134 security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor Noteholders on the assets of the Debtor PartiesBorrower. All allocations of payments between the Senior Creditor Lenders and the Junior Creditor Noteholders shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding a petition under the Bankruptcy Code on the same basis that the payments were to be allocated prior to the date of such filing or commencementfiling. The Junior Creditor Each of the Noteholders agrees that he it will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior CreditorNoteholders, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has Lenders have consented to such sale or disposition of such assets. In the event that the Junior Creditor has Noteholders have or at any time acquires acquire any security for the Subordinated Debt, each of the Junior Creditor Noteholders agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding bankruptcy proceeding and agrees that he it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior CreditorLenders. The Junior Creditor Each of the Noteholders waives any claim he it may now or hereafter have arising out of the Senior CreditorLender's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a IssuerBorrower, as debtor in possession. The Junior Creditor Each of the Noteholders agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the any Senior CreditorLender's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer Borrower may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor receives payments on, or proceeds of collateral for, the Senior Debt which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorLender.

Bankruptcy Issues. The Junior Creditor Noteholder agrees that the Senior ----------------- Creditor Lenders, or any one of them may consent to the use of cash collateral or provide financing to a Issuer (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) to the Borrower on such terms and conditions and in such amounts as the Senior CreditorLenders, in its their sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer Borrower (or a trustee appointed for the estate of the IssuerBorrower) may grant to the Agent or the Senior Creditor Lenders liens and security interests upon all assets of the IssuerBorrower, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor Noteholder on the assets of the Debtor PartiesBorrower. All allocations of payments between the Senior Creditor Lenders and the Junior Creditor Noteholder shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding a petition under the Bankruptcy Code on the same basis that the payments were to be allocated prior to the date of such filing or commencementfiling. The Junior Creditor Noteholder agrees that he it will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior CreditorNoteholder, if any, under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has Lenders have consented to such sale or disposition of such assets. In the event that the Junior Creditor Noteholder has or at any time acquires any security for the Subordinated Debt, the Junior Creditor Noteholder agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding bankruptcy proceeding and agrees that he it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior CreditorLenders. The Junior Creditor Noteholder waives any claim he it may now or hereafter have arising out of the Senior CreditorLender's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a IssuerBorrower, as debtor in possession. The Junior Creditor Noteholder agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the any Senior CreditorLender's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer Borrower may hold with respect to the Senior CreditorLender. The Junior Creditor Noteholder agrees that he it will not seek participation or participate on any creditors' committee without the Senior Creditor's Lenders' prior written consent. In the event that the Senior Creditor consents Lenders consent to such participation, at the request of the any Senior CreditorLender, the Junior Creditor Noteholder will resign from his its position on such committee. To the extent that the any Senior Creditor Lender receives payments on, or proceeds of collateral for, the Senior Debt which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorLender.

Bankruptcy Issues. The Junior Creditor Each of BQ, Xxxxxxx, Xxxxxx and Xxxxx agrees that the Senior ----------------- Creditor Agent, the other Holders, CUSA, or BofA may consent to the use of cash collateral or provide financing to a Issuer (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) any Grantor on such terms and conditions and in such amounts as the Senior Creditorsuch Person, in its sole discretion, and the applicable court may decide and that, in connection with such cash collateral usage or such financing. Subject to applicable court orders, the Issuer each of BQ, Xxxxxxx, Xxxxxx and Xxxxx agrees that each Grantor (or a trustee appointed for the estate of the Issuerany or all of them) may grant Liens to the Senior Creditor liens and security interests Agent, other Holders, CUSA or BofA upon all assets of the Issuersuch Grantor, as applicable, which liens and security interests Liens (i) shall secure payment of all Senior Debt Obligations, the Supplemental Term Loan Liabilities, or the BofA Term Note Debt, as applicable (whether such Senior Obligations, Supplemental Term Loan Liabilities or BofA Term Note Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens and security interestsLiens, if any, held by the Junior Creditor BQ, Xxxxxxx, Xxxxxx or Xxxxx on the assets of the Debtor Partiessuch Grantor. All allocations of payments constituting Collateral between (a) BQ, Xxxxxxx, Xxxxxx and Xxxxx and (b) the Senior Creditor and the Junior Creditor Holders, and/or CUSA, and/or BofA shall, subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding a petition under the Bankruptcy Code on the same basis that the payments were to be allocated prior to the date of such filing or commencementfiling. The Junior Creditor Each of BQ, Xxxxxxx, Xxxxxx and Xxxxx agrees that he he/it will not object to or oppose a sale or other disposition of any assets securing the Senior Obligations, Supplemental Term Loan Liabilities, or BofA Term Note Debt (or any portion thereof) free and clear of security interests, liens Liens or other claims of the Junior CreditorBQ, if anyXxxxxxx, Xxxxxx and Xxxxx under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has Agent, the other Holders, CUSA and, if applicable, BofA and the applicable court have consented to such sale or disposition of such assets. In For purposes of Satisfaction of the event that Obligations and applying payments or proceeds of Collateral to the Junior Creditor has or at any time acquires any security for the Subordinated Obligations, Supplemental Term Loan Liabilities and BofA Term Note Debt, the Junior Creditor agrees not Obligations, Supplemental Term Loan Liabilities and BofA Term Note Debt shall be deemed to assert include, without limitation, all interest, fees, and other amounts to be paid on any right it may have of the Obligations, Supplemental Term Loan Liabilities or BofA Term Note Debt pursuant to "adequate protection" the terms of its interest in any Loan Document or the BofA Term Note Debt Documents regardless of whether any such security interest, fees or other amounts are or would be recognized or allowed as a claim in any Insolvency bankruptcy or Liquidation Proceeding and agrees that he will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim he may now or hereafter have arising out of the Senior Creditor's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuer, as debtor in possession. The Junior Creditor agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor receives payments on, or proceeds of collateral for, the Senior Debt which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditorsimilar proceeding.

Bankruptcy Issues. The Junior Creditor (a) Each Purchaser agrees that the Senior ----------------- Creditor Collateral Agent or the Required Holders may consent to the use of cash collateral or provide financing to a Issuer the Company or any Credit Party (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) on such terms and conditions and in such amounts as the Senior CreditorCollateral Agent or the Required Holders, in its their sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer Company or Credit Party (or a trustee appointed for the estate of the Issuersuch Person) may grant to the Senior Creditor liens and security interests Collateral Agent or the Tranche A Purchasers Liens upon all assets of the IssuerCompany or such Credit Party, which liens and security interests (i) Liens shall secure payment of all Senior Debt Loans and other Obligations of the Collateral Agent and the Tranche A Purchasers (whether such Senior Debt Obligations arose prior to the filing or other commencement of the petition for relief any Insolvency Proceeding or arise thereafter); . Each Tranche B Purchaser acknowledges and (ii) agrees that the Tranche A Obligations shall be superior in priority deemed to include obligations owing to the liens and security interestsCollateral Agent or the Tranche A Purchasers in connection with any such financing provided after the commencement of an Insolvency Proceeding (whether through use of cash collateral, if any, held by the Junior Creditor on the assets under Section 363 or 364 of the Debtor Parties. All Bankruptcy Code or otherwise and whether through this Agreement or though other post-petition agreements (all of which shall be considered part of the Financing Documents)) as though such financing was made as a Tranche A Note under this Agreement and all allocations of payments between among the Senior Creditor Collateral Agent and the Junior Creditor shall, subject to any court order, Tranche A Purchasers on the one hand and such Tranche B Purchasers on the other shall continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor Each Tranche B Purchaser agrees that he it will not object to or oppose a sale or other disposition of any assets securing the Senior Debt Obligations (or any portion thereof) free and clear of security interests, liens or other claims of or for the Junior Creditorbenefit of such Tranche B Purchaser, if any, under Section Sections 363 or 1129 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor has Required Holders have consented to such sale or disposition of such assets. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right it may have to "adequate protection" of its interest in such security in any Insolvency or Liquidation Proceeding and agrees that he will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim he may now or hereafter have arising out of the Senior Creditor's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuer, as debtor in possession. The Junior Creditor agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committee. To the extent that the Senior Creditor Collateral Agent or any Tranche A Purchaser receives payments on, or proceeds of collateral Collateral for, the Senior Debt Obligations held by the Collateral Agent or the Tranche A Purchasers which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment or proceeds received, the Senior DebtObligations held by the Collateral Agent or Tranche A Purchasers, or part thereof, intended to be satisfied shall be revived and shall continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorCollateral Agent or Tranche A Purchaser, as the case may be.

Bankruptcy Issues. The Junior Creditor Executive agrees that the Senior ----------------- Creditor Lender may consent to the use of cash collateral or provide financing to a Issuer (under Section 363 or Section 364 of the Bankruptcy Code or otherwise) Borrower on such terms and conditions and in such amounts as the Senior CreditorLender, in its sole discretion, may decide and that, in connection with such cash collateral usage or such financing, the Issuer Borrower (or a trustee appointed for the estate of the IssuerBorrower) may grant to the Senior Creditor Lender liens and security interests upon all assets of the Issuer, which liens and security interests (i) shall secure payment of all Senior Debt the Liabilities (whether such Senior Debt any portion of the Liabilities arose prior to the filing of the petition for relief or arise arises thereafter); ) and (ii) shall be superior in priority to the liens and security interests, if any, held by the Junior Creditor Executive on the any assets of the Debtor PartiesBorrower. All allocations of payments between the Senior Creditor Lender and the Junior Creditor shall, Executive are subject to any court order, continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding a petition under the Bankruptcy 20 Code on the same basis that the payments were to be allocated prior to the date of such filing or commencementfiling. The Junior Creditor Executive agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) of the Liabilities free and clear of security interests, liens or other claims of the Junior Creditor, if any, Executive under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Creditor Lender has consented to such sale or disposition of such assets. In the event that the Junior Creditor Executive has or at any time acquires any security for the Subordinated DebtIndebtedness, the Junior Creditor Executive agrees not to assert any right it he may have to "adequate protection" of its his interest in such security in any Insolvency or Liquidation Proceeding bankruptcy proceeding and agrees that he will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior CreditorLender. The Junior Creditor Executive waives any claim he may now or hereafter have arising out of the Senior CreditorLender's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuerthe Borrower, as debtor in possession. The Junior Creditor Executive agrees not to initiate or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior CreditorLender's claimclaim in respect of the Liabilities, (ii) challenging the enforceability of any liens or security interests in assets securing all or any part of the Senior Debt Liabilities, or (iii) asserting any claims claim which the Issuer Borrower may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committeeLender. To the extent that the Senior Creditor Lender receives payments on, or proceeds of collateral for, the Senior Debt Liabilities which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, law or equitable cause, then, to the extent of such payment or proceeds received, the Senior DebtLiabilities, or part thereof, thereof intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorLender.

Bankruptcy Issues. The Junior Creditor agrees that If the Borrower becomes the subject of proceedings under the Bankruptcy Code and if the Senior ----------------- Creditor may consent desires to permit the use of cash collateral or to provide financing to a Issuer (the Borrower under either Section 363 or Section 364 of the Bankruptcy Code or otherwise) on Code, the Junior Creditor agrees that adequate notice of such terms and conditions and in such amounts as financing to the Senior Junior Creditor, in its sole discretionif required under applicable law, may decide and that, in connection with shall have been provided if the Junior Creditor receives notice two (2) business days prior to entry of any order approving such cash collateral usage or such financing, the Issuer (. Notice of a proposed financing or a trustee appointed for the estate use of the Issuer) may grant to the Senior Creditor liens and security interests upon all assets of the Issuer, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) cash collateral shall be superior in priority deemed given upon the sending of such notice to the liens and security interests, if any, held by the Junior Creditor on in the assets of the Debtor Partiesmanner specified in Section 16, below. All allocations of payments between the Senior Creditor and the Junior Creditor shall, subject to any court order, shall continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior Creditor, if any, petition under Section 363 of the Bankruptcy Code or any other provision of on the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assetsbasis provided in this Agreement. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right it the Junior Creditor may have to "adequate protection" of its the Junior Creditor's interest in such security in any Insolvency Bankruptcy proceeding, or Liquidation Proceeding and agrees that he will not to seek to have the automatic stay lifted with respect to Junior Creditor's claims in such securityBankruptcy proceeding treated as "secured claims" under Section 506(a) of the Bankruptcy Code, without the prior written consent of the Senior Creditor. The Junior Creditor waives any claim he the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuerthe Borrower, as debtor in possession. The Junior Creditor agrees not to initiate , or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committeeby a trustee. To the extent that the Senior Creditor receives payments on, or proceeds of any collateral for, the Senior Debt which are subsequently avoided, invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy Bankruptcy law, state or federal law, common law, law or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditor.

Bankruptcy Issues. The Junior Creditor agrees that If any Borrower becomes the subject of proceedings under the Bankruptcy Code and if the Senior ----------------- Creditor may consent Creditors desire to permit the use of cash collateral or to provide financing to a Issuer (such Borrower under either Section 363 or Section 364 of the Bankruptcy Code or otherwise) on Code, the Junior Creditor agrees that adequate notice of such terms and conditions and in such amounts as financing to the Senior Junior Creditor, in its sole discretionif required under applicable law, may decide and that, in connection with shall have been provided if the Junior Creditor receives notice ten (10) days prior to entry of any order approving such cash collateral usage or such financing, the Issuer (. Notice of a proposed financing or a trustee appointed for the estate use of the Issuer) may grant to the Senior Creditor liens and security interests upon all assets of the Issuer, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) cash collateral shall be superior in priority deemed given upon the sending of such notice to the liens and security interests, if any, held by the Junior Creditor on in the assets of the Debtor Partiesmanner specified in Section 17. All allocations of payments between the Senior Creditor Creditors and the Junior Creditor shall, subject to any court order, shall continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior Creditor, if any, petition under Section 363 of the Bankruptcy Code or any other provision of on the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assetsbasis provided in this Agreement. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, the The Junior Creditor agrees not to assert any right it may have to "“adequate protection" ” of its interest in such the Junior Collateral, or any other security for the Subordinated Debt it may have acquired, in any Insolvency Bankruptcy proceeding, or Liquidation Proceeding and agrees that he will not to seek to have its claims in such Bankruptcy proceeding treated as “secured claims” under Section 506(a) of the automatic stay lifted with respect to such securityBankruptcy Code, without the prior written consent of the Senior CreditorCreditors. The Junior Creditor waives any claim he the Junior Creditor may now or hereafter have against the Senior Creditors arising out of the Senior Creditor's Creditors’ election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuerthe Borrowers, as debtor in possession. The Junior Creditor agrees not to initiate , or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committeeby a trustee. To the extent that the Senior Creditor receives Creditors receive payments on, or proceeds of any collateral for, the Senior Debt which are subsequently avoided, invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy Bankruptcy law, state or federal law, common law, law or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior CreditorCreditors. Junior Creditor further agrees not to resist any motion or other proceeding commenced or joined in by Senior Creditors the object of which is to obtain relief from the automatic stay imposed by the Bankruptcy Code or to dismiss any proceedings under the Bankruptcy Code wherein any Borrower is a debtor.

Bankruptcy Issues. The Junior Creditor agrees that If the Borrower becomes the subject of proceedings under the Bankruptcy Code and if the Senior ----------------- Creditor may consent desires to permit the use of cash collateral or to provide financing to a Issuer (the Borrower under either Section 363 or Section 364 of the Bankruptcy Code or otherwise) on Code, the Junior Creditor agrees that adequate notice of such terms and conditions and in such amounts as financing to the Senior Junior Creditor, in its sole discretionif required under applicable law, may decide and that, in connection with shall have been provided if the Junior Creditor receives notice two (2) business days prior to entry of any order approving such cash collateral usage or such financing, the Issuer (. Notice of a proposed financing or a trustee appointed for the estate use of the Issuer) may grant to the Senior Creditor liens and security interests upon all assets of the Issuer, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) cash collateral shall be superior in priority deemed given upon the sending of such notice to the liens and security interests, if any, held by the Junior Creditor on in the assets of the Debtor Partiesmanner specified in Section 16, below. All allocations of payments between the Senior Creditor and the Junior Creditor shall, subject to any court order, shall continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior Creditor, if any, petition under Section 363 of the Bankruptcy Code or any other provision of on the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assetsbasis provided in this Agreement. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right it the Junior Creditor may have to "adequate protection" of its the Junior Creditor's interest in such security in any Insolvency Bankruptcy proceeding or Liquidation Proceeding and agrees that he will not to seek to have the relief from automatic stay lifted with respect to such securitystay, without the prior written consent of the Senior Creditor. The Junior Credit shall promptly deliver any form of adequate projection it receives or the value thereof to the Senior Creditor. The Junior Creditor waives any claim he the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuerthe Borrower, as debtor in possession. The Junior Creditor agrees not to initiate , or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committeeby a trustee. To the extent that the Senior Creditor receives payments on, or proceeds of any collateral for, the Senior Debt which are subsequently avoided, invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy Bankruptcy law, state or federal law, common law, law or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditor.

Bankruptcy Issues. The Junior Creditor agrees that If the Borrower becomes the subject of proceedings under the Bankruptcy Code and if the Senior ----------------- Creditor may consent desires to permit the use of cash collateral or to provide financing to a Issuer (the Borrower under either Section 363 or Section 364 of the Bankruptcy Code or otherwise) on Code, the Junior Creditor agrees that adequate notice of such terms and conditions and in such amounts as financing to the Senior Junior Creditor, in its sole discretionif required under applicable law, may decide and that, in connection with shall have been provided if the Junior Creditor receives notice two (2) business days prior to entry of any order approving such cash collateral usage or such financing, the Issuer (. Notice of a proposed financing or a trustee appointed for the estate use of the Issuer) may grant to the Senior Creditor liens and security interests upon all assets of the Issuer, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the filing of the petition for relief or arise thereafter); and (ii) cash collateral shall be superior in priority deemed given upon the sending of such notice to the liens and security interests, if any, held by the Junior Creditor on in the assets of the Debtor Partiesmanner specified in Section 14, below. All allocations of payments between the Senior Creditor and the Junior Creditor shall, subject to any court order, shall continue to be made after the filing or other commencement of any Insolvency or Liquidation Proceeding on the same basis that the payments were to be allocated prior to the date of such filing or commencement. The Junior Creditor agrees that he will not object to or oppose a sale or other disposition of any assets securing the Senior Debt (or any portion thereof) free and clear of security interests, liens or other claims of the Junior Creditor, if any, petition under Section 363 of the Bankruptcy Code or any other provision of on the Bankruptcy Code if the Senior Creditor has consented to such sale or disposition of such assetsbasis provided in this Agreement. In the event that the Junior Creditor has or at any time acquires any security for the Subordinated Debt, the Junior Creditor agrees not to assert any right it the Junior Creditor may have to "“adequate protection" ” of its the Junior Creditor’s interest in such security in any Insolvency Bankruptcy proceeding or Liquidation Proceeding and agrees that he will not to seek to have the relief from automatic stay lifted with respect to such securitystay, without the prior written consent of the Senior Creditor. The Junior Credit shall promptly deliver any form of adequate projection it receives or the value thereof to the Senior Creditor. The Junior Creditor waives any claim he the Junior Creditor may now or hereafter have against the Senior Creditor arising out of the Senior Creditor's ’s election, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by a Issuerthe Borrower, as debtor in possession. The Junior Creditor agrees not to initiate , or prosecute or encourage any other person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Creditor's claim, (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Debt or (iii) asserting any claims which the Issuer may hold with respect to the Senior Creditor. The Junior Creditor agrees that he will not seek participation or participate on any creditors' committee without the Senior Creditor's prior written consent. In the event that the Senior Creditor consents to such participation, at the request of the Senior Creditor, the Junior Creditor will resign from his position on such committeeby a trustee. To the extent that the Senior Creditor receives payments on, or proceeds of any collateral for, the Senior Debt which are subsequently avoided, invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy Bankruptcy law, state or federal law, common law, law or equitable cause, then, to the extent of such payment or proceeds received, the Senior Debt, or part thereof, intended to be satisfied shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Senior Creditor.