Common use of Further Agreements of Subordination Clause in Contracts

Further Agreements of Subordination. The Subordinated Security Trustees agree during the occurrence and continuance of an Event of Default as follows: (a) Upon any distribution of all or any of the Collateral or proceeds of Collateral to creditors of any Grantor upon the dissolution, winding-up, liquidation, examinership, arrangement, reorganization, adjustment, protection, relief, or composition of such Grantor or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, examinership, relief or similar proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of such Grantor, or otherwise, any distribution of any kind of Collateral or proceeds of Collateral that otherwise would be deliverable to the Subordinated Security Trustees or the other Subordinated Secured Parties shall be delivered directly to the Senior Security Trustee for application (in the case of cash) to or as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Obligations owed to the Senior Secured Parties until such Secured Obligations shall have been paid in full in accordance with Section 3.02. (b) If any proceeding referred to in Section 7.03(a) is commenced by or against any Grantor, (i) the Senior Security Trustee is hereby irrevocably authorized and empowered (in its own name or in the name of the Senior Secured Parties or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every distribution referred to in subsection (a) above and give acquittance therefor and to file claims and proofs of claim and take such other action (including enforcing this Agreement) as it may deem necessary for the exercise or enforcement of any of the rights or interests of the Senior Secured Parties hereunder; and (ii) the Subordinated Security Trustees shall duly and promptly take such action, at the expense of the relevant Grantors, as the Senior Security Trustee may request (A) to collect Collateral and proceeds of Collateral for the account of the Senior Secured Parties and to file appropriate claims or proofs of claim in respect of Collateral and proceeds of Collateral, (B) to execute and deliver to the Senior Security Trustee such powers of attorney, assignments, or other instruments as the Senior Security Trustee may request in order to enable it to enforce any and all claims with respect to the Collateral and proceeds of Collateral and (C) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Collateral or proceeds of Collateral. Without limiting the generality of any of the foregoing, if any proceeding referred to in Section 7.03(a) is commenced by or against any Grantor, the Subordinated Secured Parties shall, upon written demand from the Senior Security Trustee, file such claims in such proceeding as the Senior Security Trustee shall request in such written demand or any subsequent written demand provided in connection therewith; provided, however, that should one or more Subordinated Secured Parties fail to comply fully with any such demand within thirty (30) days of receipt by such Subordinated Secured Party of the relevant demand, such Subordinated Secured Party Creditor shall be deemed to have irrevocably appointed the Senior Security Trustee its attorney-in-fact to file and prosecute any such claim and to dispose of any proceeds of such filing or prosecution in accordance with the terms hereof and of the other Transaction Documents. (c) All payments or distributions upon or with respect to the Collateral or proceeds of Collateral that are received by the Subordinated Security Trustees or the other Subordinated Secured Parties contrary to the provisions of this Agreement shall be received for the benefit of the Senior Secured Parties, shall be segregated from other funds and property held by the Subordinated Security Trustees or the other Subordinated Secured Parties and shall be forthwith paid over to the Senior Security Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Obligations owed to the Senior Secured Parties in accordance with the terms thereof. (d) The Senior Security Trustee is hereby authorized to demand specific performance of this Agreement at any time when any of the Subordinated Security Trustees or the other Subordinated Secured Parties shall have failed to comply with any of the provisions of this Agreement applicable to them. The Subordinated Security Trustees hereby irrevocably waive, on their own behalf and on behalf of the Subordinated Secured Parties, any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Further Agreements of Subordination. The Subordinated Security Trustees Representatives agree during the occurrence and continuance of an Event of Default as follows: (a) Upon any distribution of all or any of the Collateral or proceeds of Collateral to creditors of any Grantor upon the dissolution, winding-up, liquidation, examinership, arrangement, reorganization, adjustment, protection, relief, or composition of such Grantor or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, examinership, relief or similar case or proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of such Grantor, or otherwise, any distribution of any kind of Collateral or proceeds of Collateral that otherwise would be deliverable upon or with respect to the Subordinated Security Trustees or the other Subordinated Secured Parties Obligations shall be delivered directly to the Senior Security Trustee for application (in the case of cash) to or as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Senior Obligations owed to until the Senior Secured Parties until such Secured Obligations shall have been paid in full in accordance with Section 3.02full. (b) If any case or proceeding referred to in Section 7.03(a) is commenced by or against any Grantor, (i) the Senior Security Trustee is hereby irrevocably authorized and empowered (in its own name or in the name of the Senior Secured Parties or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every distribution referred to in subsection (a) above and give acquittance therefor and to file claims and proofs of claim and take such other action (including enforcing this Agreement) as it may deem necessary or advisable, or as the Senior Representative may direct, for the exercise or enforcement of any of the rights or interests of the Senior Secured Parties Creditors hereunder; and (ii) the Subordinated Security Trustees Representatives shall duly and promptly take such action, at the expense of the relevant GrantorsIssuer, as the Senior Security Trustee Representative may request (A) to collect Collateral and proceeds of Collateral for the account of the Senior Secured Parties Creditors and to file appropriate claims or proofs of claim in respect of Collateral and proceeds of Collateral, (B) to execute and deliver to the Senior Security Trustee such powers of attorney, assignments, or other instruments as the Senior Security Trustee Representative may request in order to enable it to enforce any and all claims with respect to the Collateral and proceeds of Collateral and (C) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Collateral or proceeds of Collateral. Without limiting the generality of any of the foregoing, if any proceeding referred to in Section 7.03(a) is commenced by or against any Grantor, the Subordinated Secured Parties Creditors shall, upon written demand from the Senior Representative or the Security Trustee, file such claims in such proceeding as the Senior Representative or the Security Trustee Trustee, as applicable, shall request in such written demand or any subsequent written demand provided in connection therewith; provided, however, that should one or more Subordinated Secured Parties Creditors fail to comply fully with any such demand within thirty (30) days of receipt by such Subordinated Secured Party Creditor of the relevant demand, such Subordinated Secured Party Creditor (by holding its respective Notes) shall be deemed to have irrevocably appointed the Senior Security Trustee its attorney-in-fact to file and prosecute any such claim and to dispose of any proceeds of such filing or prosecution in accordance with the terms hereof and of the other Transaction Related Documents. (c) All payments or distributions upon or with respect to the Collateral or proceeds of Collateral that are received by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Creditors contrary to the provisions of this Agreement shall be received for the benefit of the Senior Secured PartiesCreditors, shall be segregated from other funds and property held by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Creditors and shall be forthwith paid over to the Senior Security Trustee in the same form as so received (with any necessary endorsementindorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Senior Obligations owed to the Senior Secured Parties in accordance with the terms thereof. (d) The Senior Security Trustee Representative is hereby authorized to demand specific performance of this Agreement at any time when any of the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Creditors shall have failed to comply with any of the provisions of this Agreement applicable to them. The Subordinated Security Trustees Representatives hereby irrevocably waive, on their own behalf and on behalf of the Subordinated Secured PartiesCreditors, any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Further Agreements of Subordination. The Subordinated Security Trustees Representatives agree during the occurrence and continuance of an Event of Default as follows: (a) Upon any distribution of all or any of the Collateral or proceeds of Collateral to creditors of any Grantor upon the dissolution, winding-up, liquidation, examinership, arrangement, reorganization, adjustment, protection, relief, relief or composition of such Grantor or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, examinership, relief or similar case or proceedings or upon an assignment for the benefit of creditors or any other marshalling marshaling of the assets and liabilities of such Grantor, or otherwise, any distribution of any kind of Collateral or proceeds of Collateral that otherwise would be deliverable upon or with respect to the Subordinated Security Trustees or the other Subordinated Secured Parties Claims shall be delivered directly to the Senior Security Trustee for application (in the case of cash) to or as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Secured Obligations owed to Claims until the Senior Secured Parties until such Secured Obligations Claims shall have been paid in full in accordance with Section 3.02full. (b) If any case or proceeding referred to in Section 7.03(a9.07(a) is commenced by or against any Grantor, : (i) the Senior Security Trustee is hereby irrevocably authorized and empowered (in its own name or in the name of the Senior Secured Parties or otherwise), but shall have no obligation, to demand, xxx sue for, collect and receive every distribution referred to in subsection (a) above and give acquittance therefor and to file claims and proofs of claim and take such other action (including enforcing this Agreement) as it may deem necessary or advisable, or as the Senior Representative may direct, for the exercise or enforcement of any of the rights or interests of the Senior Secured Parties Claimants hereunder; and and (ii) the Subordinated Security Trustees Representatives shall duly and promptly take such action, at the expense of the relevant GrantorsIssuer, as the Senior Security Trustee Representative may request (A) to collect Collateral and proceeds of Collateral for the account of the Senior Secured Parties Claimants and to file appropriate claims or proofs of claim in respect of Collateral and proceeds of Collateral, (B) to execute and deliver to the Senior Security Trustee such powers of attorney, assignments, assignments or other instruments as the Senior Security Trustee Representative may request in order to enable it to enforce any and all claims with respect to the Collateral and proceeds of Collateral and (C) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Collateral or proceeds of Collateral. Without limiting the generality of any of the foregoing, if any proceeding referred to in Section 7.03(a9.07(a) is commenced by or against any Grantor, the Subordinated Secured Parties Claimants shall, upon written demand from the Senior Representative or the Security Trustee, file such claims in such proceeding as the Senior Representative or the Security Trustee Trustee, as applicable, shall request in such written demand or any subsequent written demand provided in connection therewith; provided, however, that should one or more Subordinated Secured Parties Claimants fail to comply fully with any such demand within thirty (30) 30 days of receipt by such Subordinated Secured Party Claimant of the relevant demand, such Subordinated Secured Claimant (by holding its respective Notes or Beneficial Interest Certificate or the execution of a Secured Party Creditor Supplement or this Agreement) shall be deemed to have irrevocably appointed the Senior Security Trustee its attorney-in-fact to file and prosecute any such claim and to dispose of any proceeds of such filing or prosecution in accordance with the terms hereof and of the other Transaction Related Documents. (c) All payments or distributions upon or with respect to the Collateral or proceeds of Collateral that are received by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Claimants contrary to the provisions of this Agreement shall be received for the benefit of the Senior Secured PartiesClaimants, shall be segregated from other funds and property held by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Claimants and shall be forthwith paid over to the Senior Security Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Obligations owed to the Senior Secured Parties Claims in accordance with the terms thereof. (d) The Senior Security Trustee Representative is hereby authorized to demand specific performance of this Agreement at any time when any of the Subordinated Security Trustees Representatives or the other 45 Subordinated Secured Parties Claimants shall have failed to comply with any of the provisions of this Agreement applicable to them. The Subordinated Security Trustees Representatives hereby irrevocably waive, on their own behalf and on behalf of the Subordinated Secured PartiesClaimants, to the fullest extent permitted by applicable law, any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Further Agreements of Subordination. The Subordinated Security Trustees Representatives agree during the occurrence and continuance of an Event of Default as follows: (a) Upon any distribution of all or any of the Collateral or proceeds of Collateral to creditors of any Grantor upon the dissolution, winding-up, liquidation, examinership, arrangement, reorganization, adjustment, protection, relief, or composition of such Grantor or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, examinership, relief or similar proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of such Grantor, or otherwise, any distribution of any kind of Collateral or proceeds of Collateral that otherwise would be deliverable upon or with respect to the Subordinated Security Trustees or the other Subordinated Secured Parties Obligations shall be delivered directly to the Senior Security Trustee for application (in the case of cash) to or as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Senior Obligations owed to until the Senior Secured Parties until such Secured Obligations shall have been paid in full in accordance with Section 3.02full. (b) If any proceeding referred to in Section 7.03(a8.03(a) is commenced by or against any Grantor, (i) the Senior Security Trustee is hereby irrevocably authorized and empowered (in its own name or in the name of the Senior Secured Parties Creditors or otherwise), but shall have no obligation, to demand, xxx forsue xxx, collect and receive every distribution referred to in subsection (a) above and give acquittance therefor and to file claims and proofs of claim and take such other action (including without limitation enforcing this Agreement) as it may deem necessary or advisable, or as the Senior Representative may direct, for the exercise or enforcement of any of the rights or interests of the Senior Secured Parties Creditors hereunder; and (ii) the Subordinated Security Trustees Representatives shall duly and promptly take such action, at the expense of the relevant GrantorsIssuer, as the Senior Security Trustee Representative may request (A) to collect Collateral and proceeds of Collateral for the account of the Senior Secured Parties Creditors and to file appropriate claims or proofs of claim in respect of Collateral and proceeds of Collateral, (B) to execute and deliver to the Senior Security Trustee such powers of attorney, assignments, or other instruments as the Senior Security Trustee Representative may request in order to enable it to enforce any and all claims with respect to the Collateral and proceeds of Collateral and (C) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Collateral or proceeds of Collateral. Without limiting the generality of any of the foregoing, if any proceeding referred to in Section 7.03(a) is commenced by or against any Grantor, the Subordinated Secured Parties shall, upon written demand from the Senior Security Trustee, file such claims in such proceeding as the Senior Security Trustee shall request in such written demand or any subsequent written demand provided in connection therewith; provided, however, that should one or more Subordinated Secured Parties fail to comply fully with any such demand within thirty (30) days of receipt by such Subordinated Secured Party of the relevant demand, such Subordinated Secured Party Creditor shall be deemed to have irrevocably appointed the Senior Security Trustee its attorney-in-fact to file and prosecute any such claim and to dispose of any proceeds of such filing or prosecution in accordance with the terms hereof and of the other Transaction Documents. (c) All payments or distributions upon or with respect to the Collateral or proceeds of Collateral that are received by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Creditors contrary to the provisions of this Agreement shall be received for the benefit of the Senior Secured PartiesCreditors, shall be segregated from other funds and property held by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Creditors and shall be forthwith paid over to the Senior Security Trustee in the same form as so received (with any necessary endorsementindorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Senior Obligations owed to the Senior Secured Parties in accordance with the terms thereof. (d) The Senior Security Trustee Representative is hereby authorized to demand specific performance of this Agreement at any time when any of the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Creditors shall have failed to comply with any of the provisions of this Agreement applicable to them. The Subordinated Security Trustees Representatives hereby irrevocably waive, on their own behalf and on behalf of the Subordinated Secured PartiesCreditors, any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Further Agreements of Subordination. The Subordinated Security Trustees Representatives agree during the occurrence and continuance of an Event of Default as follows: (a) Upon any distribution of all or any of the Collateral or proceeds of Collateral to creditors of any Grantor upon the dissolution, winding-up, liquidation, examinership, arrangement, reorganization, adjustment, protection, relief, or composition of such Grantor or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, examinership, relief or similar proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of such Grantor, or otherwise, any distribution of any kind of Collateral or proceeds of Collateral that otherwise would be deliverable upon or with respect to the Subordinated Security Trustees or the other Subordinated Secured Parties Obligations shall be delivered directly to the Senior Security Trustee for application (in the case of cash) to or as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Senior Obligations owed to until the Senior Secured Parties until such Secured Obligations shall have been paid in full in accordance with Section 3.02full. (b) If any proceeding referred to in Section 7.03(a) is commenced by or against any Grantor, (i) the Senior Security Trustee is hereby irrevocably authorized and empowered (in its own name or in the name of the Senior Secured Parties or otherwise), but shall have no obligation, to demand, xxx forsue xxx, collect and receive every distribution referred to in subsection (a) above and give acquittance therefor and to file claims and proofs of claim and take such other action (including enforcing this Agreement) as it may deem necessary or advisable, or as the Senior Representative may direct, for the exercise or enforcement of any of the rights or interests of the Senior Secured Parties Creditors hereunder; and (ii) the Subordinated Security Trustees Representatives shall duly and promptly take such action, at the expense of the relevant GrantorsIssuer, as the Senior Security Trustee Representative may request (A) to collect Collateral and proceeds of Collateral for the account of the Senior Secured Parties Creditors and to file appropriate claims or proofs of claim in respect of Collateral and proceeds of Collateral, (B) to execute and deliver to the Senior Security Trustee such powers of attorney, assignments, or other instruments as the Senior Security Trustee may request in order to enable it to enforce any and all claims with respect to the Collateral and proceeds of Collateral and (C) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Collateral or proceeds of Collateral. Without limiting the generality of any of the foregoing, if any proceeding referred to in Section 7.03(a) is commenced by or against any Grantor, the Subordinated Secured Parties shall, upon written demand from the Senior Security Trustee, file such claims in such proceeding as the Senior Security Trustee shall request in such written demand or any subsequent written demand provided in connection therewith; provided, however, that should one or more Subordinated Secured Parties fail to comply fully with any such demand within thirty (30) days of receipt by such Subordinated Secured Party of the relevant demand, such Subordinated Secured Party Creditor shall be deemed to have irrevocably appointed the Senior Security Trustee its attorney-in-fact to file and prosecute any such claim and to dispose of any proceeds of such filing or prosecution in accordance with the terms hereof and of the other Transaction Documents. (c) All payments or distributions upon or with respect to the Collateral or proceeds of Collateral that are received by the Subordinated Security Trustees or the other Subordinated Secured Parties contrary to the provisions of this Agreement shall be received for the benefit of the Senior Secured Parties, shall be segregated from other funds and property held by the Subordinated Security Trustees or the other Subordinated Secured Parties and shall be forthwith paid over to the Senior Security Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Obligations owed to the Senior Secured Parties in accordance with the terms thereof. (d) The Senior Security Trustee is hereby authorized to demand specific performance of this Agreement at any time when any of the Subordinated Security Trustees or the other Subordinated Secured Parties shall have failed to comply with any of the provisions of this Agreement applicable to them. The Subordinated Security Trustees hereby irrevocably waive, on their own behalf and on behalf of the Subordinated Secured Parties, any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.Senior

Further Agreements of Subordination. The Subordinated Security Trustees Representatives agree during the occurrence and continuance of an Event of Default as follows: (a) Upon any distribution of all or any of the Collateral or proceeds of Collateral to creditors of any Grantor upon the dissolution, winding-up, liquidation, examinership, arrangement, reorganization, adjustment, protection, relief, or composition of such Grantor or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, examinership, relief or similar proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of such Grantor, or otherwise, any distribution of any kind of Collateral or proceeds of Collateral that otherwise would be deliverable upon or with respect to the Subordinated Security Trustees or the other Subordinated Secured Parties Obligations shall be delivered directly to the Senior Security Trustee for application (in the case of cash) to or as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Senior Obligations owed to until the Senior Secured Parties until such Secured Obligations shall have been paid in full in accordance with Section 3.02full. (b) If any proceeding referred to in Section 7.03(a) is commenced by or against any Grantor, (i) the Senior Security Trustee is hereby irrevocably authorized and empowered (in its own name or in the name of the Senior Secured Parties or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every distribution referred to in subsection (a) above and give acquittance therefor and to file claims and proofs of claim and take such other action (including enforcing this Agreement) as it may deem necessary or advisable, or as the Senior Representative may direct, for the exercise or enforcement of any of the rights or interests of the Senior Secured Parties Creditors hereunder; and (ii) the Subordinated Security Trustees Representatives shall duly and promptly take such action, at the expense of the relevant GrantorsIssuer, as the Senior Security Trustee Representative may request (A) to collect Collateral and proceeds of Collateral for the account of the Senior Secured Parties Creditors and to file appropriate claims or proofs of claim in respect of Collateral and proceeds of Collateral, (B) to execute and deliver to the Senior Security Trustee such powers of attorney, assignments, or other instruments as the Senior Security Trustee Representative may request in order to enable it to enforce any and all claims with respect to the Collateral and proceeds of Collateral and (C) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Collateral or proceeds of Collateral. Without limiting the generality of any of the foregoing, if any proceeding referred to in Section 7.03(a) is commenced by or against any Grantor, the Subordinated Secured Parties Creditors shall, upon written demand from the Senior Representative or the Security Trustee, file such claims in such proceeding as the Senior Representative or the Security Trustee Trustee, as applicable, shall request in such written demand or any subsequent written demand provided in connection therewith; provided, provided however, that should one or more Subordinated Secured Parties Creditors fail to comply fully with any such demand within thirty (30) days of receipt by such Subordinated Secured Party Creditor of the relevant demand, such Subordinated Secured Party Creditor (by holding its respective Notes) shall be deemed to have irrevocably appointed the Senior Security Trustee its attorney-in-fact to file and prosecute any such claim and to dispose of any proceeds of such filing or prosecution in accordance with the terms hereof and of the other Transaction Related Documents. (c) All payments or distributions upon or with respect to the Collateral or proceeds of Collateral that are received by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Creditors contrary to the provisions of this Agreement shall be received for the benefit of the Senior Secured PartiesCreditors, shall be segregated from other funds and property held by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Creditors and shall be forthwith paid over to the Senior Security Trustee in the same form as so received (with any necessary endorsementindorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Senior Obligations owed to the Senior Secured Parties in accordance with the terms thereof. (d) The Senior Security Trustee Representative is hereby authorized to demand specific performance of this Agreement at any time when any of the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Creditors shall have failed to comply with any of the provisions of this Agreement applicable to them. The Subordinated Security Trustees Representatives hereby irrevocably waive, on their own behalf and on behalf of the Subordinated Secured PartiesCreditors, any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Further Agreements of Subordination. The Subordinated Security Trustees Representatives agree during the occurrence and continuance of an Event of Default as follows: (a) Upon any distribution of all or any of the Collateral or proceeds of Collateral to creditors of any Grantor upon the dissolution, winding-up, liquidation, examinership, arrangement, reorganization, adjustment, protection, relief, relief or composition of such Grantor or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, examinership, relief or similar case or proceedings or upon an assignment for the benefit of creditors or any other marshalling marshaling of the assets and liabilities of such Grantor, or otherwise, any distribution of any kind of Collateral or proceeds of Collateral that otherwise would be deliverable upon or with respect to the Subordinated Security Trustees or the other Subordinated Secured Parties Claims shall be delivered directly to the Senior Security Trustee for application (in the case of cash) to or as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Secured Obligations owed to Claims until the Senior Secured Parties until such Secured Obligations Claims shall have been paid in full in accordance with Section 3.02full. (b) If any case or proceeding referred to in Section 7.03(a9.07(a) is commenced by or against any Grantor,: (i) the Senior Security Trustee is hereby irrevocably authorized and empowered (in its own name or in the name of the Senior Secured Parties or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every distribution referred to in subsection (a) above and give acquittance therefor and to file claims and proofs of claim and take such other action (including enforcing this Agreement) as it may deem necessary or advisable, or as the Senior Representative may direct, for the exercise or enforcement of any of the rights or interests of the Senior Secured Parties Claimants hereunder; and (ii) the Subordinated Security Trustees Representatives shall duly and promptly take such action, at the expense of the relevant GrantorsIssuer, as the Senior Security Trustee Representative may request (A) to collect Collateral and proceeds of Collateral for the account of the Senior Secured Parties Claimants and to file appropriate claims or proofs of claim in respect of Collateral and proceeds of Collateral, (B) to execute and deliver to the Senior Security Trustee such powers of attorney, assignments, assignments or other instruments as the Senior Security Trustee Representative may request in order to enable it to enforce any and all claims with respect to the Collateral and proceeds of Collateral and (C) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Collateral or proceeds of Collateral. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Without limiting the generality of any of the foregoing, if any proceeding referred to in Section 7.03(a9.07(a) is commenced by or against any Grantor, the Subordinated Secured Parties Claimants shall, upon written demand from the Senior Representative or the Security Trustee, file such claims in such proceeding as the Senior Representative or the Security Trustee Trustee, as applicable, shall request in such written demand or any subsequent written demand provided in connection therewith; provided, however, that should one or more Subordinated Secured Parties Claimants fail to comply fully with any such demand within thirty (30) 30 days of receipt by such Subordinated Secured Party Claimant of the relevant demand, such Subordinated Secured Claimant (by holding its respective Notes or Beneficial Interest Certificate or the execution of a Secured Party Creditor Supplement or this Agreement) shall be deemed to have irrevocably appointed the Senior Security Trustee its attorney-in-fact to file and prosecute any such claim and to dispose of any proceeds of such filing or prosecution in accordance with the terms hereof and of the other Transaction Related Documents. (c) All payments or distributions upon or with respect to the Collateral or proceeds of Collateral that are received by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Claimants contrary to the provisions of this Agreement shall be received for the benefit of the Senior Secured PartiesClaimants, shall be segregated from other funds and property held by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Claimants and shall be forthwith paid over to the Senior Security Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Obligations owed to the Senior Secured Parties Claims in accordance with the terms thereof. (d) The Senior Security Trustee Representative is hereby authorized to demand specific performance of this Agreement at any time when any of the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Claimants shall have failed to comply with any of the provisions of this Agreement applicable to them. The Subordinated Security Trustees Representatives hereby irrevocably waive, on their own behalf and on behalf of the Subordinated Secured PartiesClaimants, to the fullest extent permitted by applicable law, any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Further Agreements of Subordination. The Subordinated Security Trustees Representatives agree during the occurrence and continuance of an Event of Default as follows: (a) Upon any distribution of all or any of the Collateral or proceeds of Collateral to creditors of any Grantor upon the dissolution, winding-up, liquidation, examinership, arrangement, reorganization, adjustment, protection, relief, or composition of such Grantor or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, examinership, relief or similar proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of such Grantor, or otherwise, any distribution of any kind of Collateral or proceeds of Collateral that otherwise would be deliverable upon or with respect to the Subordinated Security Trustees or the other Subordinated Secured Parties Obligations shall be delivered directly to the Senior Security Trustee for application (in the case of cash) to or as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Senior Obligations owed to until the Senior Secured Parties until such Secured Obligations shall have been paid in full in accordance with Section 3.02full. (b) If any proceeding referred to in Section 7.03(a8.03(a) is commenced by or against any Grantor, (i) the Senior Security Trustee is hereby irrevocably authorized and empowered (in its own name or in the name of the Senior Secured Parties or otherwise), but shall have no obligation, to demand, xxx forsue xxx, collect and receive every distribution referred to in subsection (a) above and give acquittance therefor and to file claims and proofs of claim and take such other action (including without limitation enforcing this Agreement) as it may deem necessary or advisable, or as the Senior Representative may direct, for the exercise or enforcement of any of the rights or interests of the Senior Secured Parties Creditors hereunder; and (ii) the Subordinated Security Trustees Representatives shall duly and promptly take such action, at the expense of the relevant GrantorsIssuer, as the Senior Security Trustee Representative may request (A) to collect Collateral and proceeds of Collateral for the account of the Senior Secured Parties Creditors and to file appropriate claims or proofs of claim in respect of Collateral and proceeds of Collateral, (B) to execute and deliver to the Senior Security Trustee such powers of attorney, assignments, or other instruments as the Senior Security Trustee Representative may request in order to enable it to enforce any and all claims with respect to the Collateral and proceeds of Collateral and (C) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Collateral or proceeds of Collateral. Without limiting the generality of any of the foregoing, if any proceeding referred to in Section 7.03(a) is commenced by or against any Grantor, the Subordinated Secured Parties shall, upon written demand from the Senior Security Trustee, file such claims in such proceeding as the Senior Security Trustee shall request in such written demand or any subsequent written demand provided in connection therewith; provided, however, that should one or more Subordinated Secured Parties fail to comply fully with any such demand within thirty (30) days of receipt by such Subordinated Secured Party of the relevant demand, such Subordinated Secured Party Creditor shall be deemed to have irrevocably appointed the Senior Security Trustee its attorney-in-fact to file and prosecute any such claim and to dispose of any proceeds of such filing or prosecution in accordance with the terms hereof and of the other Transaction Documents. (c) All payments or distributions upon or with respect to the Collateral or proceeds of Collateral that are received by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Creditors contrary to the provisions of this Agreement shall be received for the benefit of the Senior Secured PartiesCreditors, shall be segregated from other funds and property held by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Creditors and shall be forthwith paid over to the Senior Security Trustee in the same form as so received (with any necessary endorsementindorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Senior Obligations owed to the Senior Secured Parties in accordance with the terms thereof. (d) The Senior Security Trustee Representative is hereby authorized to demand specific performance of this Agreement at any time when any of the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Creditors shall have failed to comply with any of the provisions of this Agreement applicable to them. The Subordinated Security Trustees Representatives hereby irrevocably waive, on their own behalf and on behalf of the Subordinated Secured PartiesCreditors, any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Further Agreements of Subordination. The Subordinated Security Trustees Representatives agree during the occurrence and continuance of an Event of Default as follows: (a) Upon any distribution of all or any of the Collateral or proceeds of Collateral to creditors of any Grantor upon the dissolution, winding-up, liquidation, examinership, arrangement, reorganization, adjustment, protection, relief, relief or composition of such Grantor or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, examinership, relief or similar case or proceedings or upon an assignment for the benefit of creditors or any other marshalling marshaling of the assets and liabilities of such Grantor, or otherwise, any distribution of any kind of Collateral or proceeds of Collateral that otherwise would be deliverable upon or with respect to the Subordinated Security Trustees or the other Subordinated Secured Parties Claims shall be delivered directly to the Senior Security Trustee for application (in the case of cash) to or as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Secured Obligations owed to Claims until the Senior Secured Parties until such Secured Obligations Claims shall have been paid in full in accordance with Section 3.02full. (b) If any case or proceeding referred to in Section 7.03(a9.07(a) is commenced by or against any Grantor,: (i) the Senior Security Trustee is hereby irrevocably authorized and empowered (in its own name or in the name of the Senior Secured Parties or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every distribution referred to in subsection (a) above and give acquittance therefor and to file claims and proofs of claim and take such other action (including enforcing this Agreement) as it may deem necessary or advisable, or as the Senior Representative may direct, for the exercise or enforcement of any of the rights or interests of the Senior Secured Parties Claimants hereunder; and (ii) the Subordinated Security Trustees Representatives shall duly and promptly take such action, at the expense of the relevant GrantorsIssuer, as the Senior Security Trustee Representative may request (A) to collect Collateral and proceeds of Collateral for the account of the Senior Secured Parties Claimants and to file appropriate claims or proofs of claim in respect of Collateral and proceeds of Collateral, (B) to execute and deliver to the Senior Security Trustee such powers of attorney, assignments, assignments or other instruments as the Senior Security Trustee Representative may request in order to enable it to enforce any and all claims with respect to the Collateral and proceeds of Collateral and (C) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Collateral or proceeds of Collateral. Without limiting the generality of any of the foregoing, if any proceeding referred to in Section 7.03(a9.07(a) is commenced by or against any Grantor, the Subordinated Secured Parties Claimants shall, upon written demand from the Senior Representative or the Security Trustee, file such claims in such proceeding as the Senior Representative or the Security Trustee Trustee, as applicable, shall request in such written demand or any subsequent written [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission demand provided in connection therewith; provided, however, that should one or more Subordinated Secured Parties Claimants fail to comply fully with any such demand within thirty (30) 30 days of receipt by such Subordinated Secured Party Claimant of the relevant demand, such Subordinated Secured Claimant (by holding its respective Notes or Beneficial Interest Certificate or the execution of a Secured Party Creditor Supplement or this Agreement) shall be deemed to have irrevocably appointed the Senior Security Trustee its attorney-in-fact to file and prosecute any such claim and to dispose of any proceeds of such filing or prosecution in accordance with the terms hereof and of the other Transaction Related Documents. (c) All payments or distributions upon or with respect to the Collateral or proceeds of Collateral that are received by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Claimants contrary to the provisions of this Agreement shall be received for the benefit of the Senior Secured PartiesClaimants, shall be segregated from other funds and property held by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Claimants and shall be forthwith paid over to the Senior Security Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Obligations owed to the Senior Secured Parties Claims in accordance with the terms thereof. (d) The Senior Security Trustee Representative is hereby authorized to demand specific performance of this Agreement at any time when any of the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Claimants shall have failed to comply with any of the provisions of this Agreement applicable to them. The Subordinated Security Trustees Representatives hereby irrevocably waive, on their own behalf and on behalf of the Subordinated Secured PartiesClaimants, to the fullest extent permitted by applicable law, any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

Further Agreements of Subordination. The Subordinated Security Trustees Representatives agree during the occurrence and continuance of an Event of Default as follows:: Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. (a) Upon any distribution of all or any of the Collateral or proceeds of Collateral to creditors of any Grantor upon the dissolution, winding-up, liquidation, examinership, arrangement, reorganization, adjustment, protection, relief, relief or composition of such Grantor or its debts, whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, examinership, relief or similar case or proceedings or upon an assignment for the benefit of creditors or any other marshalling marshaling of the assets and liabilities of such Grantor, or otherwise, any distribution of any kind of Collateral or proceeds of Collateral that otherwise would be deliverable upon or with respect to the Subordinated Security Trustees or the other Subordinated Secured Parties Claims shall be delivered directly to the Senior Security Trustee for application (in the case of cash) to or as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Senior Secured Obligations owed to Claims until the Senior Secured Parties until such Secured Obligations Claims shall have been paid in full in accordance with Section 3.02full. (b) If any case or proceeding referred to in Section 7.03(a9.07(a) is commenced by or against any Grantor,: (i) the Senior Security Trustee is hereby irrevocably authorized and empowered (in its own name or in the name of the Senior Secured Parties or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every distribution referred to in subsection (a) above and give acquittance therefor and to file claims and proofs of claim and take such other action (including enforcing this Agreement) as it may deem necessary or advisable, or as the Senior Representative may direct, for the exercise or enforcement of any of the rights or interests of the Senior Secured Parties Claimants hereunder; and (ii) the Subordinated Security Trustees Representatives shall duly and promptly take such action, at the expense of the relevant GrantorsIssuer, as the Senior Security Trustee Representative may request (A) to collect Collateral and proceeds of Collateral for the account of the Senior Secured Parties Claimants and to file appropriate claims or proofs of claim in respect of Collateral and proceeds of Collateral, (B) to execute and deliver to the Senior Security Trustee such powers of attorney, assignments, assignments or other instruments as the Senior Security Trustee Representative may request in order to enable it to enforce any and all claims with respect to the Collateral and proceeds of Collateral and (C) to collect and receive any and all payments or distributions that may be payable or deliverable upon or with respect to the Collateral or proceeds of Collateral. Without limiting the generality of any of the foregoing, if any proceeding referred to in Section 7.03(a9.07(a) is commenced by or against any Grantor, the Subordinated Secured Parties Claimants shall, upon written demand from the Senior Representative or the Security Trustee, file such claims in such proceeding as the Senior Representative or the Security Trustee Trustee, as applicable, shall request in such written demand or any subsequent written demand provided in connection therewith; provided, however, that should one or more Subordinated Secured Parties Claimants fail to comply fully with any such demand within thirty (30) 30 days of receipt by such Subordinated Secured Party Claimant of the relevant demand, such Subordinated Secured Claimant (by holding its respective Notes or Beneficial Interest Certificate or the execution of a Secured Party Creditor Supplement or this Agreement) shall be deemed to have irrevocably appointed the Senior Security Trustee its attorney-in-fact to file and Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. prosecute any such claim and to dispose of any proceeds of such filing or prosecution in accordance with the terms hereof and of the other Transaction Related Documents. (c) All payments or distributions upon or with respect to the Collateral or proceeds of Collateral that are received by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Claimants contrary to the provisions of this Agreement shall be received for the benefit of the Senior Secured PartiesClaimants, shall be segregated from other funds and property held by the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Claimants and shall be forthwith paid over to the Senior Security Trustee in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash property or securities) for the payment or prepayment of the Secured Obligations owed to the Senior Secured Parties Claims in accordance with the terms thereof. (d) The Senior Security Trustee Representative is hereby authorized to demand specific performance of this Agreement at any time when any of the Subordinated Security Trustees Representatives or the other Subordinated Secured Parties Claimants shall have failed to comply with any of the provisions of this Agreement applicable to them. The Subordinated Security Trustees Representatives hereby irrevocably waive, on their own behalf and on behalf of the Subordinated Secured PartiesClaimants, to the fullest extent permitted by applicable law, any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.