Common use of Insolvency Proceedings Clause in Contracts

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. In case there (a) This Agreement is intended to constitute and shall be pending, relative deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to the Borrower or any other obligor upon Obligor shall include the Notes Borrower or such Obligor as debtor and debtor-in-possession and any receiver or trustee for the Borrower or any Person having other Obligor (as the case may be) in connection with any case under the Bankruptcy Code or claiming an ownership interest in connection with any other Insolvency Event. (b) Without limiting the generality of the other provisions of this Agreement, until the Senior Discharge Date, without the express written consent of Senior Lenders, Subordinated Creditor shall not institute or commence (nor shall it join with or support any third party instituting, commencing, opposing, objecting or contesting, as the case may be, or otherwise suffer to exist), any Insolvency Event involving the Borrower or any other Obligor. (c) Senior Lenders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid its debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or consent of Subordinated Creditor. (d) Subordinated Creditor will not, and hereby waives any right to bring, join in, or otherwise support or take any action to (i) contest the validity, legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Loan Documents or any security interests and/or liens of Senior Lenders on or in any property or assets of Borrower or any other Obligor, including without limitation, the Collateral; (ii) interfere with or in any manner oppose or support any other Person in opposing any foreclosure on or other disposition of any Collateral by the Senior Lender in accordance with applicable law, proceedings or otherwise to contest, protest, object to or interfere with the manner in which Senior Lenders may seek to enforce the Liens on any Collateral; (iii) provide a debtor-in-possession facility (including on a priming basis) to the Borrower or any other Obligor, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable federal law, without the consent, in their sole discretion, of Senior Lenders; or state bankruptcy(iv) exercise any rights against Senior Lenders or the Collateral under Section 506(c) of the Bankruptcy Code. [Subordinated Creditor hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, insolvency protest, object to or interfere with the manner in which Senior Lender seeks to enforce its liens on or security interests in any Collateral.] (e) Subordinated Creditor will not, and hereby waives any right to, oppose, contest, object to, join in, or otherwise support any opposition to or objection with respect to, (i) any request or motion of Senior Lenders seeking, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, the modification, lifting or vacating of the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in connection with any Insolvency Event or seeking adequate protection of Senior Lenders’ interests in the Collateral or with respect to the Senior Debt (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other similar applicable law), and, until Senior Discharge Date, Subordinated Creditor agrees that it shall not seek relief from such automatic stay without the prior written consent of Senior Lenders; (ii) any debtor-in-possession financing (including on a priming basis) or use of cash collateral (as defined in case a receiver, assignee Section 363(a) of the Bankruptcy Code or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of other applicable law) arrangement by the Borrower, its property whether from Senior Lenders or such other obligor or Person, or in case of any other comparable judicial proceedings relative third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, if Senior Lenders, in their sole discretion, consent to such debtor-in-possession financing or cash collateral arrangement, and Subordinated Creditor shall not request adequate protection (whether under Sections 362, 363, and/or 364 of the Borrower Bankruptcy Code or other obligor upon applicable law) or any other relief in connection therewith; (iii) any sale or other disposition of the Notes, Collateral or to substantially all of the creditors of property assets of the Borrower or any other Obligor (include any such sale free and clear of liens or other obligorclaims) under Section 363 of the Bankruptcy Code or other applicable law if Senior Lenders, in their sole discretion, consent to such sale or disposition; (vii) Senior Lenders’ exercise or enforcement of its right to make an election under Section 1111(b) of the Bankruptcy Code, and Subordinated Creditor hereby waives any claim it may hereafter have against Senior Lenders arising out of such election; (viii) Senior Lenders’ exercise or enforcement of its right to credit bid any or all of its debt claims against the Borrower or any other Obligor, including, without limitation, the Collateral Agent irrespective Senior Debt; or (ix) any plan of whether the principal of the Notes shall then be due and payable as therein expressed reorganization or by declaration liquidation if Senior Lenders, in their sole discretion, consent to, vote in favor of, or otherwise and irrespective do not oppose such plan of whether reorganization or liquidation, and, in furtherance thereof, Subordinated Creditor hereby grants to Senior Lenders the Collateral Agent shall have made any demand pursuant right to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a vote Subordinated Creditor’s claim or claims for (as such term is defined in the whole amount Bankruptcy Code) arising on account of principal and Interest owing and unpaid or in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (connection with the consent of the Agent) on behalf of the holders of the Notes in any election of a trusteeSubordinated Debt, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received as Subordinated Creditor’s agent, with respect to the claims any plan of reorganization or liquidation to which Subordinated Creditor may be entitled to vote in any bankruptcy or liquidation proceeding or in connection with any other Insolvency Event of the Secured Parties on their behalf; and (d) to file such proofs of claim and Borrower or any other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductObligor.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes Advances or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the NotesAdvances, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent Agent, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this SectionSection 13.6, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with at the consent direction of the Facility Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent (at the direction of the Facility Agent) to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct.

Insolvency Proceedings. These provisions remain in full force and effect until the Senior Discharge Date, despite an Insolvency Event. In case there furtherance thereof: a) All payments and distributions of any kind, whether in cash, property or securities, in respect of the Subordinated Debt to which WCAS would be entitled if the Subordinated Debt were not subordinated pursuant to this Agreement, shall be pendingpaid to Lender and applied in payment of the Senior Debt, relative regardless of whether such Senior Debt, or any portion thereof, is reduced, expunged, disallowed, subordinated or recharacterized; b) Notwithstanding the foregoing, if any payment or distribution of any kind, whether in cash, property or securities, shall be received by WCAS on account of the Subordinated Debt before all of the Senior Debt has been paid, then such payment or distribution shall be received by WCAS in trust for, and shall be promptly paid over to, Lenders and applied in payment of the Senior Debt, regardless of whether such Senior Debt, or any portion thereof, is reduced, expunged, disallowed, subordinated or recharacterized; c) The immediately preceding subsections (a) and (b) shall be enforceable even if Lenders’ liens on the Collateral are declared fraudulent, preferential or otherwise avoided, set aside, recharacterized or equitably subordinated; d) WCAS will not, and hereby waives any right to bring, join in, or otherwise support any action to (i) contest the validity, legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Term Loan Documents or any security interests and/or liens of Lenders on or in any property or assets of Borrower or any Subsidiary Guarantor with respect to the Senior Debt, including without limitation, the Collateral; (ii) request or require the marshaling of any assets of Borrower or any Subsidiary Guarantor with respect to the Senior Debt; (iii) provide a priming debtor-in-possession facility to the Borrower or any other obligor upon Subsidiary Guarantor without the Notes consent, in their sole discretion, of the Required Lenders; or (iv) exercise any Person having rights against the Lenders or claiming an ownership interest in the Collateral, proceedings Collateral under Section 506(c) of the Bankruptcy Code or Code; e) WCAS will not, and hereby waives any other applicable federal or state bankruptcyright to object to, insolvency or other similar lawjoin in, or in case a receiverotherwise support any objection with respect to, assignee (i) any request or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession motion of the BorrowerRequired Lenders seeking the modification, its property lifting or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property vacating of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received automatic stay with respect to the claims Collateral or seeking adequate protection of Lenders’ interests in the Secured Parties on Collateral or with respect to the Senior Debt; (ii) any debtor-in-possession financing or use of cash collateral arrangement if the Required Lenders, in their behalfsole discretion, consent to such debtor-in-possession financing or cash collateral arrangement; and (diii) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims any sale of the Collateral Agent or substantially all of the Secured Parties allowed assets of the Borrower and/or any Subsidiary Guarantor under Section 363 of the Bankruptcy Code if the Required Lenders, in any judicial proceedings relative their sole discretion, consent to the Borrower, its creditors and its propertysuch sale; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties (vii) Lenders’ right to make payments an election under Section 1111(b) of the Bankruptcy Code; (viii) Lenders’ right to credit bid any or all of its debt claims against the Collateral Agent Borrower or any Subsidiary Guarantor, including, without limitation, the Senior Debt; or (ix) any plan of reorganization or liquidation if the Required Lenders, in their sole discretion, consent to such plan of reorganization or liquidation, and, in the event that the Collateral Agent shall consent furtherance thereof, WCAS hereby grants to the making Lenders the right to vote WCAS’s claim on account of payments directly the Subordinated Debt with respect to such Secured Parties, any plan of reorganization or liquidation to pay to which WCAS may be entitled in any bankruptcy or liquidation proceeding of the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductBorrower and/or any Subsidiary Guarantor.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Administrative Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. In case there Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be pending, relative to commenced by or against the Borrower or any other obligor upon Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Notes Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the Borrower. The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this Section 11.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Person having or claiming an ownership interest in the Collateral, proceedings Restricted Subsidiary has filed for protection under the Bankruptcy Code or any other applicable federal or state law relating to bankruptcy, insolvency or other similar lawreorganization or relief of debtors applicable to Holdings, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligorRestricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Collateral Administrative Agent irrespective (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of whether such Affiliated Lender and in the principal name of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: Affiliated Lender (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Notes, all other amounts owing Administrative Agent’s discretion to the Lenders take any action and to file such other papers or documents as execute any instrument that the Administrative Agent may be deem reasonably necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes such Affiliated Lender as set forth in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductthis Section 11.07(j).

Insolvency Proceedings. In case there The Indenture Trustee shall be pending, relative promptly notify the Note Insurer of either of the following as to which it has actual knowledge: (i) the Borrower commencement of any proceeding by or any other obligor upon against the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings Issuer commenced under the United States Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency insolvency, receivership, rehabilitation or other similar lawlaw (an "Insolvency Proceeding") and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any payment of principal of, or in case a receiverinterest on, assignee or trustee in bankruptcy or reorganizationthe Notes. Each Noteholder, liquidatorby its purchase of Notes, sequestrator or similar official shall have been appointed for or taken possession and the Indenture Trustee hereby agree that the Note Insurer may at any time during the continuation of an Insolvency Proceeding direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim at the expense of the Borrower, its property or such other obligor or Person, or Note Insurer but subject to reimbursement as provided in case the Insurance Agreement and (iii) the posting of any other comparable judicial proceedings relative surety, supersedeas or performance bond pending any such appeal. In addition, and without limitation of the foregoing, as set forth in Section 11.04, the Note Insurer shall be subrogated to, and each Noteholder and the Indenture Trustee hereby delegate and assign, to the Borrower or other obligor upon fullest extent permitted by law the Notes, or to the creditors of property rights of the Borrower or such other obligorIndenture Trustee and each Noteholder in the conduct of any Insolvency Proceeding, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Sectionincluding, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Noteslimitation, all other amounts owing rights of any party to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received an adversary proceeding action with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable any court order issued in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in connection with any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductInsolvency Proceeding.

Insolvency Proceedings. In case there shall be pendingconnection with any Insolvency Proceedings, relative the Subordinated Creditor hereby irrevocably authorizes and empowers the Lender, and irrevocably appoints the Lender the Subordinated Creditor’s attorney-in-fact to, with respect to the Borrower Subordinated Indebtedness, (a) demand, xxx for, collect and receive every payment or distribution and give acquittance therefor, (b) enforce claims comprising Subordinated Indebtedness in the name of the Lender, or the name of the Subordinated Creditor, by proof of debt, proof of claim, suit or otherwise; (c) collect any assets of the Company distributed, dividended or applied by way of dividend or payment, or any other obligor such securities issued, on account of Subordinated Indebtedness and apply the same, or the proceeds of any realization upon the Notes same, to Senior Indebtedness (whether due or any Person having or claiming an ownership interest not due in such order and manner as the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official Lender may elect) until all Senior Indebtedness shall have been appointed for indefeasibly paid in full; (d) vote claims compromising Subordinated Indebtedness to accept or taken possession reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension, provided, however, that the foregoing shall not preclude the Subordinated Creditor from exercising any rights it may have under Section 1111(b) of the Borrower, its property or Bankruptcy Code; (e) take generally any action which the Subordinated Creditor might otherwise take; and (f) take such other obligor or Person, actions in the Lender’s own name or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property name of the Borrower Subordinated Creditor or such other obligorotherwise, as the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed Lender may deem necessary or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant advisable to carry out the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductAgreement.

Insolvency Proceedings. In case there (a) This Agreement is intended to constitute and shall be pending, relative deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to Borrower or any other obligor upon the Notes Obligor shall include Borrower or such Obligor as debtor and debtor-in-possession and any receiver or trustee for Borrower or any Person having other Obligor (as the case may be) in connection with any case under the Bankruptcy Code or claiming an ownership interest in connection with any other Insolvency Event. (b) Without limiting the generality of the other provisions of this Agreement, until the Senior Discharge Date, without the express written consent of the Senior Agent, Subordinated Creditor shall not institute or commence (nor shall it join with or support any third party instituting, commencing, opposing, objecting or contesting, as the case may be, or otherwise suffer to exist), any Insolvency Event involving Borrower or any other Obligor. (c) The Senior Creditors shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid its debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or consent of Subordinated Creditor. (d) Subordinated Creditor will not, and hereby waives any right to bring, join in, or otherwise support or take any action to (i) contest the validity, legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Loan Documents or any security interests and/or liens of the Senior Creditors on or in any property or assets of Borrower or any other Obligor, including without limitation, the Collateral; (ii) interfere with or in any manner oppose or support any other Person in opposing any foreclosure on or other disposition of any Collateral by the Senior Creditors in accordance with applicable law, proceedings or otherwise to contest, protest, object to or interfere with the manner in which the Senior Creditors may seek to enforce the Liens on any Collateral; (iii) provide a debtor-in-possession facility (including on a priming basis) to Borrower or any other Obligor, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or without the consent, in case a receivertheir sole discretion, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the BorrowerSenior Creditors; or (iv) exercise any rights against the Senior Creditors or the Collateral under Section 506(c) of the Bankruptcy Code. (e) Subordinated Creditor will not, its property or such other obligor or Personand hereby waives any right to, oppose, contest, object to, join in, or in case otherwise support any opposition to or objection with respect to, (i) any request or motion of the Senior Creditors seeking, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, the modification, lifting or vacating of the automatic stay of Section 362(a) of the Bankruptcy Code or from any other comparable judicial proceedings relative to the Borrower stay in connection with any Insolvency Event or other obligor upon the Notes, or to the creditors of property seeking adequate protection of the Borrower or such other obligor, Senior Creditors’ interests in the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims Senior Debt (whether under Sections 362, 363, and/or 364 of the Secured Parties Bankruptcy Code or other applicable law), and, until Senior Discharge Date, Subordinated Creditor agrees that it shall not seek relief from such automatic stay without the prior written consent of the Senior Agent; (ii) any debtor-in-possession financing (including on a priming basis) or use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code or other applicable law) arrangement by Borrower, whether from the Senior Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, if the Senior Creditors, in their behalfsole discretion, consent to such debtor-in-possession financing or cash collateral arrangement, and Subordinated Creditor shall not request adequate protection (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law) or any other relief in connection therewith; and (diii) to file such proofs of claim and any sale or other papers or documents as may be necessary or advisable in order to have the claims disposition of the Collateral Agent or substantially all of the Secured Parties allowed in assets of Borrower or any judicial proceedings relative to the Borrower, its creditors other Obligor (include any such sale free and its property; and any trustee, receiver, liquidator, collateral agent or trustee clear of liens or other similar official claims) under Section 363 of the Bankruptcy Code or other applicable law if the Senior Creditors, in their sole discretion, consent to such sale or disposition; (vii) the Senior Creditors’ exercise or enforcement of its right to make an election under Section 1111(b) of the Bankruptcy Code, and Subordinated Creditor hereby waives any such proceeding is hereby authorized by each claim it may hereafter have against the Senior Creditors arising out of such Secured Parties election; (viii) the Senior Creditors’ exercise or enforcement of its right to make payments to credit bid any or all of its debt claims against Borrower or any other Obligor, including, without limitation, the Collateral Agent Senior Debt; or (ix) any plan of reorganization or liquidation if the Senior Creditors, in their sole discretion, consent to, vote in favor of, or otherwise do not oppose such plan of reorganization or liquidation, and, in the event that the Collateral Agent shall consent furtherance thereof, Subordinated Creditor hereby grants to the making Senior Creditors the right to vote Subordinated Creditor’s claim or claims (as such term is defined in the Bankruptcy Code) arising on account of payments directly or in connection with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to such Secured Parties, any plan of reorganization or liquidation to pay which Subordinated Creditor may be entitled to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence vote in any bankruptcy or willful misconductliquidation proceeding or in connection with any other Insolvency Event of Borrower or any other Obligor.

Insolvency Proceedings. In case there (a) This Agreement is intended to constitute and shall be pending, relative deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to Borrower or any other obligor upon the Notes Obligor shall include Borrower or such Obligor as debtor and debtor-in-possession and any receiver or trustee for Borrower or any Person having other Obligor (as the case may be) in connection with any case under the Bankruptcy Code or claiming an ownership interest in connection with any other Insolvency Event. (b) Without limiting the generality of the other provisions of this Agreement, until the Senior Discharge Date, without the express written consent of the Senior Agent, Subordinated Creditor shall not institute or commence (nor shall it join with or support any third party instituting, commencing, opposing, objecting or contesting, as the case may be, or otherwise suffer to exist), any Insolvency Event involving Borrower or any other Obligor. (c) The Senior Creditors shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid its debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or consent of Subordinated Creditor. (d) Subordinated Creditor will not, and hereby waives any right to bring, join in, or otherwise support or take any action to (i) contest the validity, legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Loan Documents or any security interests and/or liens of the Senior Creditors on or in any property or assets of Borrower or any other Obligor, including without limitation, the Collateral; (ii) interfere with or in any manner oppose or support any other Person in opposing any foreclosure on or other disposition of any Collateral by the Senior Creditors in accordance with applicable law, proceedings or otherwise to contest, protest, object to or interfere with the manner in which the Senior Creditors may seek to enforce the Liens on any Collateral; (iii) provide a debtor-in-possession facility (including on a priming basis) to Borrower or any other Obligor, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or without the consent, in case a receivertheir sole discretion, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the BorrowerSenior Creditors; or (iv) exercise any rights against the Senior Creditors or the Collateral under Section 506(c) of the Bankruptcy Code. (e) Subordinated Creditor will not, its property or such other obligor or Personand hereby waives any right to, oppose, contest, object to, join in, or in case otherwise support any opposition to or objection with respect to, (i) any request or motion of the Senior Creditors seeking, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, the modification, lifting or vacating of the automatic stay of Section 362(a) of the Bankruptcy Code or from any other comparable judicial proceedings relative to the Borrower stay in connection with any Insolvency Event or other obligor upon the Notes, or to the creditors of property seeking adequate protection of the Borrower or such other obligor, Senior Creditors’ interests in the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims Senior Debt (whether under Sections 362, 363, and/or 364 of the Secured Parties Bankruptcy Code or other applicable law), and, until Senior Discharge Date, Subordinated Creditor agrees that it shall not seek relief from such automatic stay without the prior written consent of the Senior Agent; (ii) any debtor-in-possession financing (including on a priming basis) or use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code or other applicable law) arrangement by Borrower, whether from the Senior Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, if the Senior Creditors, in their behalfsole discretion, consent to such debtor-in-possession financing or cash collateral arrangement, and Subordinated Creditor shall not request adequate protection (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law) or any other relief in connection therewith; and (diii) to file such proofs any sale or other disposition of claim and other papers or documents as may be necessary or advisable in order to have the claims any of the Collateral Agent or any of the Secured Parties allowed in assets of Borrower or any judicial proceedings relative to the Borrower, its creditors other Obligor (include any such sale free and its property; and any trustee, receiver, liquidator, collateral agent or trustee clear of liens or other similar official claims) under Section 363 of the Bankruptcy Code or other applicable law if the Senior Creditors, in their sole discretion, consent to such sale or disposition; (vii) the Senior Creditors’ exercise or enforcement of its right to make an election under Section 1111(b) of the Bankruptcy Code, and Subordinated Creditor hereby waives any such proceeding is hereby authorized by each claim it may hereafter have against the Senior Creditors arising out of such Secured Parties election; (viii) the Senior Creditors’ exercise or enforcement of its right to make payments to credit bid any or all of its debt claims against Borrower or any other Obligor, including, without limitation, the Collateral Agent Senior Debt; or (ix) any plan of reorganization or liquidation if the Senior Creditors, in their sole discretion, consent to, vote in favor of, or otherwise do not oppose such plan of reorganization or liquidation, and, in the event that the Collateral Agent shall consent furtherance thereof, Subordinated Creditor hereby grants to the making Senior Creditors the right to vote Subordinated Creditor’s claim or claims (as such term is defined in the Bankruptcy Code) arising on account of payments directly or in connection with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to such Secured Parties, any plan of reorganization or liquidation to pay which Subordinated Creditor may be entitled to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence vote in any bankruptcy or willful misconductliquidation proceeding or in connection with any other Insolvency Event of Borrower or any other Obligor.

Insolvency Proceedings. In case there This Agreement shall be pendingcontinue in full force and effect after the filing by or against any Obligor of a petition under the U.S. Bankruptcy Code (the “Code”) or in the event of any other insolvency proceeding or readjustment of any or all of the debts of any Obligor including an assignment for the benefit of creditor, relative to the Borrower appointment of a receiver for any Obligor’s business or assets, a composition or arrangement, or any other obligor upon action or proceeding involving the Notes dissolution or winding up of the affairs of any Person having Obligor’s business or claiming assets (individually and collectively, an ownership interest “Insolvency Proceeding”). All references herein to any Obligor shall be deemed to apply to a trustee for such Obligor’s bankruptcy estate and to such Obligor as debtor in the Collateral, proceedings possession. If any Obligor becomes subject to a case under the Bankruptcy Code or any other applicable federal or state bankruptcyand if Lender desires to permit the use of its cash collateral and/or to provide post-petition financing to such Obligor, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official Creditor agrees as follows: (i) adequate notice to Creditor shall be deemed to have been appointed provided for such use of cash collateral or taken possession post-petition financing if Creditor receives notice as provided under applicable local rules or pursuant to an order of the Borrower, its property bankruptcy court with respect to a hearing on a request to approve such use of cash collateral or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due post-petition financing; and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, (ii) no objection shall be entitled and empowered but without raised by Creditor to any obligation, subject such use of cash collateral or post-petition financing on any ground. Creditor agrees that no objection shall be raised by Creditor to Section 13.9(a), any motion made by intervention in Lender and/or such proceedings or otherwise: Obligor: (a) to file and prove a claim or claims for allow the whole amount of principal and Interest owing and unpaid in respect sale of the Notes, Lender’s Senior Collateral free and clear of all other amounts owing liens pursuant to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims §363 of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurredCode, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined Creditor consents to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; sale; (b) unless prohibited by Applicable Law for relief from the automatic stay under the Code to foreclose upon and regulations, to vote (with the consent sell any of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee Lender’s Senior Collateral; or person performing similar functions in any such proceedings; (c) seeking adequate protection under the Code. Lender also agrees that no objection shall be raised by Lender to collect any motion made by Creditor and/or such Obligor; (a) to allow the sale of the Creditor’s Senior Collateral free and receive clear of all liens pursuant to §363 of the Code, and Lender consents to such sale; (b) for relief from the automatic stay under the Code to foreclose upon and sell any moneys of Creditor’s Senior Collateral; or other property payable (c) seeking adequate protection under the Code. Without Lender’s prior written consent, Creditor agrees that it will not seek to provide post-petition financing secured by liens on Lender’s Senior Collateral that are pari passu or deliverable on any such claims and to distribute all amounts received with respect senior to the claims liens of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductLender.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes Obligations or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders Secured Parties and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Administrative Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. In case there (a) This Agreement is intended to constitute and shall be pending, relative deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to Borrower or any other obligor upon the Notes Obligor shall include Borrower or such Obligor as debtor and debtor-in- possession and any receiver or trustee for Borrower or any Person having other Obligor (as the case may be) in connection with any case under the Bankruptcy Code or claiming an ownership interest in connection with any other Insolvency Event. (b) Without limiting the generality of the other provisions of this Agreement, until the Senior Discharge Date, without the express written consent of Senior Lenders, Subordinated Creditor shall not institute or commence (nor shall it join with or support any third party instituting, commencing, opposing, objecting or contesting, as the case may be, or otherwise suffer to exist), any Insolvency Event involving Borrower or any other Obligor. (c) Senior Lenders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid its debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or consent of Subordinated Creditor. (d) Subordinated Creditor will not, and hereby waives any right to bring, join in, or otherwise support or take any action to (i) contest the validity, legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Loan Documents or any security interests and/or liens of Senior Lenders on or in any property or assets of Borrower or any other Obligor, including without limitation, the Collateral; (ii) interfere with or in any manner oppose or support any other Person in opposing any foreclosure on or other disposition of any Collateral by the Senior Lender in accordance with applicable law, proceedings or otherwise to contest, protest, object to or interfere with the manner in which Senior Lenders may seek to enforce the Liens on any Collateral; (iii) provide a debtor-in-possession facility (including on a priming basis) to Borrower or any other Obligor, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, without the consent, in their sole discretion, of Senior Lenders; or in case a receiver, assignee (iv) exercise any rights against Senior Lenders or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession the Collateral under Section 506(c) of the BorrowerBankruptcy Code. [Subordinated Creditor hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to or interfere with the manner in which Senior Lender seeks to enforce its property liens on or such other obligor or Personsecurity interests in any Collateral.] (e) Subordinated Creditor will not, and hereby waives any right to, oppose, contest, object to, join in, or in case otherwise support any opposition to or objection with respect to, (i) any request or motion of Senior Lenders seeking, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, the modification, lifting or vacating of the automatic stay of Section 362(a) of the Bankruptcy Code or from any other comparable judicial proceedings relative to the Borrower stay in connection with any Insolvency Event or other obligor upon the Notes, or to the creditors seeking adequate protection of property of the Borrower or such other obligor, Senior Lenders’ interests in the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims Senior Debt (whether under Sections 362, 363, and/or 364 of the Secured Parties Bankruptcy Code or other applicable law), and, until Senior Discharge Date, Subordinated Creditor agrees that it shall not seek relief from such automatic stay without the prior written consent of Senior Lenders; (ii) any debtor-in- possession financing (including on a priming basis) or use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code or other applicable law) arrangement by Borrower, whether from Senior Lenders or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, if Senior Lenders, in their behalfsole discretion, consent to such debtor-in-possession financing or cash collateral arrangement, and Subordinated Creditor shall not request adequate protection (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law) or any other relief in connection therewith; and (diii) to file such proofs of claim and any sale or other papers or documents as may be necessary or advisable in order to have the claims disposition of the Collateral Agent or substantially all of the Secured Parties allowed in assets of Borrower or any judicial proceedings relative to the Borrower, its creditors other Obligor (include any such sale free and its property; and any trustee, receiver, liquidator, collateral agent or trustee clear of liens or other similar official claims) under Section 363 of the Bankruptcy Code or other applicable law if Senior Lenders, in their sole discretion, consent to such sale or disposition; (vii) Senior Lenders’ exercise or enforcement of its right to make an election under Section 1111(b) of the Bankruptcy Code, and Subordinated Creditor hereby waives any such proceeding is hereby authorized by each claim it may hereafter have against Senior Lenders arising out of such Secured Parties election; (viii) Senior Lenders’ exercise or enforcement of its right to make payments to credit bid any or all of its debt claims against Borrower or any other Obligor, including, without limitation, the Collateral Agent Senior Debt; or (ix) any plan of reorganization or liquidation if Senior Lenders, in their sole discretion, consent to, vote in favor of, or otherwise do not oppose such plan of reorganization or liquidation, and, in furtherance thereof, Subordinated Creditor hereby grants to Senior Lenders the event that right to vote Subordinated Creditor’s claim or claims (as such term is defined in the Collateral Agent shall consent Bankruptcy Code) arising on account of or in connection with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to the making any plan of payments directly reorganization or liquidation to such Secured Parties, which Subordinated Creditor may be entitled to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence vote in any bankruptcy or willful misconductliquidation proceeding or in connection with any other Insolvency Event of Borrower or any other Obligor.

Insolvency Proceedings. In case there shall be pendingconnection with any Insolvency Proceedings, relative the Subordinated Creditor hereby irrevocably authorizes and empowers the Agent, and irrevocably appoints the Agent the Subordinated Creditor's attorney-in-fact to take any of the following actions if the Subordinated Creditor has failed to take such actions within 10 days prior to any deadline therefor (a) demand, sue xxx, collect and receive every such payment or distribution and give acquittance therefor, (b) enforce claims comprising Subordinated Indebtedness in the name of the Agent, or the name of the Subordinated Creditor, by proof of debt, proof of claim, suit or otherwise; (c) collect any assets of the Borrower distributed, dividend or applied by way of dividend or payment, or any other obligor such securities issued, on account of Subordinated Indebtedness and apply the same, or the proceeds of any realization upon the Notes same, to Senior Indebtedness (whether due or any Person having or claiming an ownership interest not due in such order and manner as the CollateralAgent may elect) until all Senior Indebtedness, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for indefeasibly paid in full in cash; (d) vote claims compromising Subordinated Indebtedness to accept or taken possession reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension; (e) take generally any action which the Subordinated Creditor might otherwise take; and (f) take such other actions in the Agent's own name or in the name of the BorrowerSubordinated Creditor or otherwise, its property as the Agent may reasonably deem necessary or such other obligor or Person, or in case of any other comparable judicial proceedings relative advisable to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to carry out the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductAgreement.

Insolvency Proceedings. In case If there shall be pendingoccur any receivership, relative insolvency, assignment for the benefit of creditors, bankruptcy, arrangements with creditors (whether or not pursuant to the Borrower bankruptcy or other insolvency laws), or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession marshalling of the Borrowerassets and liabilities of Borrower (“Insolvency Proceeding”), its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, (i) no amount shall be entitled and empowered but without any obligation, subject to Section 13.9(a), paid by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid Borrower in respect of the Notes, all principal or other amounts owing due with respect to the Lenders Subordinated Indebtedness at the time outstanding, unless and until the principal of and interest on the Senior Indebtedness then outstanding shall be paid in full, (ii) no claim or proof of claim shall be filed with Borrower by or on behalf of Holder that shall assert any right to file such other papers receive any payments in respect of the principal of and interest on the Subordinated Indebtedness except subject to the payment in full of the principal of and interest on all of the Senior Indebtedness then outstanding, and (iii) any payment or documents as distribution of any kind or character that may be necessary payable or advisable deliverable in order to have the claims respect of the Collateral Agent Subordinated Indebtedness shall be paid or delivered directly to the holders of the Senior Indebtedness for application in payment thereof, unless and until all principal and interest on all Senior Indebtedness shall have been paid in full or such payment shall have been provided for. In the event of any Insolvency Proceeding, the Lender will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of Borrower in respect of the Subordinated Indebtedness and will hold in trust for the Senior Lender and promptly pay over to the Senior Lender in the form received (including except for the endorsement of the Lender where necessary) for application to the then-existing Senior Indebtedness, any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advancesmoneys, if anydividends or other assets received in any such proceedings on account of the Subordinated Indebtedness, made, by unless and until the Senior Indebtedness has been paid in full and the Senior Lender’s lien in the Collateral Agent and each predecessor Collateral Agent except has been terminated. If the Lender shall fail to take any such action, the Senior Lender, as determined to have been caused by attorney-in-fact for the Lender, may take such action on the Lender’s behalf. The Lender hereby irrevocably appoints the Senior Lender, or any of its own gross negligence officers or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) employees on behalf of the holders of Senior Lender, as the Notes in any election of a trusteeattorney-in-fact for the Lender (which appointment is coupled with an interest) with the power but not the duty to demand, a standby trustee or person performing similar functions in any such proceedings; (c) to sue for, collect and receive any moneys and all such moneys, dividends or other property payable or deliverable on any such claims assets and give acquittance therefor and to distribute all amounts received with respect file any claim, proof of claim or other instrument of similar character, to vote claims comprising Subordinated Indebtedness to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension and to take such other action in the claims Senior Lender’s own name or in the name of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents Lender as the Senior Lender may be deem necessary or advisable for the enforcement of the agreements contained herein; and the Lender will execute and deliver to the Senior Lender such other and further powers-of-attorney or instruments as the Senior Lender may reasonably request in order to have accomplish the claims foregoing. If the Senior Lender desires to permit the use of cash collateral or to provide post-petition financing to Borrower, the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative Lender shall not object to the Borrower, same or assert that its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductinterests are not being adequately protected.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) i. to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. This Agreement shall survive the commencement of any Insolvency Proceeding. In case there shall be pending, the event of any Insolvency Proceeding relative to the Borrower Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligorIssuer Party, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without in any obligationsuch Insolvency Proceeding, subject at the request of the Required Holders, to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal the principal, interest, fees and Interest Make-Whole Amounts owing and unpaid in respect of the Notes, Notes and all other amounts Obligations that are owing to the Lenders and unpaid and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent Secured Parties (including any claim for reimbursement the reasonable compensation, expenses, disbursements and advances of all expenses (including the fees Secured Parties and expenses of their respective agents and counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; Insolvency Proceeding, in each case to the extent that any such Secured Party fails to do so prior to 10 Business Days’ before the expiration of the time to file any such proof of claim or other documents, and (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received the same in accordance with this Agreement. Nothing contained herein shall limit or restrict the independent right of any holder of the Notes to initiate any Insolvency Proceeding in its individual capacity and to appear or be heard on any matter before the bankruptcy or other applicable court in any such Insolvency Proceeding, including, without limitation, with respect to any question concerning the claims post-petition usage of the Secured Parties on their behalf; and (d) to file such proofs of claim Collateral and other papers or documents as may be necessary or advisable in order to have the claims of the post-petition financing arrangements. The Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official is not authorized in any such proceeding is hereby authorized to enter into any agreement for, or give any authorization or consent with respect to, the post-petition usage of Collateral, unless such agreement, authorization or consent has been approved in writing by each of such Secured Parties the Required Holders. Nothing contained herein shall be deemed to make payments to authorize the Collateral Agent andto authorize or consent to or accept or adopt on behalf of any Secured Party any plan of reorganization, in arrangement, adjustment or composition affecting the event that Obligations or the rights of any Secured Party or to authorize the Collateral Agent shall consent to vote in respect of the making claim of payments directly to any Secured Party in any such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductproceeding.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the documented, reasonable fees and expenses of outside counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent Agent, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this SectionSection 13.6, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with at the consent direction of the Facility Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent (at the direction of the Facility Agent) to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent Agent, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this SectionSection 13.6, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all reasonable and documented out-of-pocket expenses (including the reasonable fees and expenses of outside counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with at the consent direction of the Facility Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent (at the direction of the Facility Agent) to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable and documented out-of-pocket expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct.

Insolvency Proceedings. (a) In the event of any of the following: (i) any insolvency or bankruptcy case there shall be pendingor proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to any of the Borrower Parties, or to their creditors, as such, or to its own assets; (ii) any liquidation, dissolution or other winding up of any of the Borrower Parties, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; (iii) any assignment for the benefit of creditors or any other obligor upon marshalling of assets and liabilities of any of the Notes Borrower Parties (any of the foregoing events listed in subsections (i) through (iii) are hereinafter referred to as a "Proceeding"), then and in any such event Anchor shall receive payment in full of all amounts due or any Person having to become due (whether or claiming an ownership interest in the Collateral, proceedings not a Default or Event of Default has occurred under the Bankruptcy Code Anchor Loan Documents) or for the payment or prepayment of the Secured Obligations, including post-petition interest thereon whether or not such interest is allowed as a claim in any such Proceeding, before the Chateau Parties are entitled to receive any payment on account of principal, interest (or premium, if any) or any other applicable federal amounts due under the Junior Obligations, and to that end, any payment or state bankruptcydistribution of any kind or character, insolvency whether in cash, property or other similar lawsecurities, which may be payable or deliverable in connection with the Junior Obligations, in any such Proceeding, shall be paid or delivered directly to Anchor for application (in the case of cash) to, or as collateral (in the case a receiverof non-cash property or securities) for, assignee the payment or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall prepayment of the Secured Obligations until the Secured Obligations have been appointed for paid in full. (b) If any Proceeding is commenced by or taken possession of the Borrower, its property or such other obligor or Person, or in case of against any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower Parties, Anchor is irrevocably authorized and empowered (in its own name or in the name of the Chateau Parties, or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in subsection (a) of this Paragraph 4 and give acquittance therefor and to file claims and proofs of claim and take such other obligoraction (including, without limitation voting the Collateral Agent irrespective Junior Obligations) as Anchor may deem necessary or advisable for the exercise or enforcement of whether the principal any of the Notes rights or interest of Anchor hereunder, provided that in the event Anchor takes such action, it shall then apply all proceeds to the payment of the Secured Obligations and any such surplus proceeds remaining thereafter shall be due and payable as therein expressed paid over to the Chateau Parties. (c) All payments or distributions upon or with respect to the Junior Obligations which are received by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant Chateau Parties contrary to the provisions of this SectionAgreement shall be received in trust for the benefit of Anchor, shall be entitled segregated from the other funds and empowered but without property held by the Chateau Parties and shall be forthwith paid over to Anchor in the same form as so received (with any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (anecessary indorsement) to file and prove a claim be applied (in the case of cash) to, or claims for held as collateral (in the whole amount case of principal and Interest owing and unpaid in respect of non-cash property or securities) for, the Notes, all other amounts owing to the Lenders and to file such other papers payment or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims prepayment of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable Obligations in order to have accordance with the claims terms of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductAnchor Loan Documents.

Insolvency Proceedings. In case there (a) Upon any distribution of assets of Maker to creditors of Maker upon or in connection with an Insolvency Proceeding, any payment or distribution of any kind (whether in cash, property or securities) which otherwise would be payable or deliverable upon or with respect to the obligations evidenced by this Note shall be pending, relative paid or delivered directly to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed Senior Creditors for or taken possession of the Borrower, its property or such other obligor or Person, or application (in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notescash) to, or to as collateral (in case of non-cash property or securities) for, the creditors of property payment or prepayment of the Borrower Senior Debt until the Senior Debt has been indefeasibly paid in full. (b) If any Insolvency Proceeding is commenced by or such other obligoragainst Maker, the Collateral Agent irrespective of whether the principal of the Notes shall then be due Senior Creditors are hereby irrevocably authorized and payable as therein expressed empowered (in their own names or by declaration or otherwise and irrespective of whether the Collateral Agent otherwise), but shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any no obligation, subject to Section 13.9(a)(i) demand, by intervention xxx for, collect and receive every payment or distribution referred to in such proceedings or otherwise: subsection (a) to above and give acquittance therefor and (ii) file claims and prove a proofs of claim and take such other action (including without limitation voting the obligations evidenced by this Note and enforcing any security interest or claims other lien securing payment of this Note) as it may deem necessary or advisable for the whole amount exercise of principal any of the rights or interests of the Senior Creditors. (c) If any Insolvency Proceeding is commenced by or against Maker, Payee shall duly and Interest owing promptly take such action as the Senior Creditors may request to (i) collect the obligations evidenced by this Note for the account of the Senior Creditors, and unpaid file appropriate claims or proofs of claim in respect of the Notesobligations evidenced by this Note, all other amounts owing (ii) execute and deliver to the Lenders and to file Senior Creditors such powers of attorney, assignments or other papers or documents instruments as the Senior Creditors may be necessary or advisable request in order to have the enable them to enforce any and all claims with respect to this Note and any security interests and other liens securing payment of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurredthis Note, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct(iii) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property and all payments and distributions which may be payable or deliverable on any such claims and to distribute all amounts received upon or with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductthis Note.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this SectionSection 13.6, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with at the consent direction of the Facility Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent (at the direction of the Facility Agent) to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, Borrower its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct.

Insolvency Proceedings. In case there the event of any Insolvency Proceeding, the Junior Lenders will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower and/or the General Partner in respect of the Junior Lender Claim and will hold in trust for the Agent and the Term Loans B Agent and promptly pay over to the Agent in the form received (except for the endorsement of the Junior Lenders where necessary), for application to the Senior Lender Claim, any and all moneys, dividends or other assets received in any such proceedings on account of the Junior Lender Claim, unless and until the Senior Lender Claim has been paid in full in cash; provided, however, that the Junior Lenders shall be pendingentitled to receive and retain Reorganization Securities. If the Junior Lenders shall fail to take any such action, relative the Agent, as attorney-in-fact for the Junior Lenders, may take such action on the Junior Lenders’ behalf. The Junior Lenders hereby irrevocably appoint the Agent, or any of its officers or employees on behalf of the Agent, as the attorney-in-fact for the Junior Lenders, upon the Junior Lenders’ default of their undertakings herein, to demand, xxx for, collect, and receive any and all such moneys, dividends or other assets and give acquittance therefor and to file any claim, proof of claim or other instrument of similar character, and to take such other action in the Agent’s own name or in the name of the Junior Lenders as the Agent may deem necessary or advisable for the enforcement of the agreements contained herein; and the Junior Lenders will execute and deliver to the Agent and the Term Loans B Agent such other and further powers-of-attorney or instruments as the Agent or the Term Loans B Agent may request in order to accomplish the foregoing. Subject to the term and conditions of this Agreement, the Junior Lenders agree that the Agent and the Banks, and the Term Loans B Agent and the Term Loans B Bank, may consent to the use of cash collateral or provide financing to the Borrower on such terms and conditions and in such amounts as they, in their sole but reasonable discretion, may decide and that, in connection with such cash collateral usage or such financing, the Borrower, the other Loan Parties and/or the Limited Partners (or a trustee appointed for the estate of them or any other obligor upon of them) may grant to the Notes Agent and the Banks, and the Term Loans B Agent and the Term Loans B Banks, as the case may be, security interests and liens which (a) shall secure payment of the Senior Lender Claim (whether any portion of the Senior Lender Claim arose prior to the commencement of the Insolvency Proceeding or arises thereafter); and (b) shall be superior in priority to the security interests and liens, if any, held by the Junior Lenders on any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession assets of the Borrower, its property the other Loan Parties and/or the Limited Partners (provided that such security interests and liens granted to the Term Loans B Agent and the Term Loans B Banks shall be junior and subordinate to the security interests and liens of the Agent and the Banks as provided in, and shall otherwise be subject to, the terms and provisions of the Term Loans B Intercreditor Agreement). All allocations of payments between (i) the Agent and the Term Loans B Agent and (ii) the Junior Lenders shall, subject to any court order, continue to be made after the commencement of an Insolvency Proceeding on the same basis that the payments were to be allocated prior to the date of such commencement. The Junior Lenders waive any claim they may now or such hereafter have arising out of the Agent’s and the Banks’ or the Term Loans B Agent’s and the Term Loans B Banks’ election, in any Insolvency Proceeding, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest or lien under Section 364 of the Bankruptcy Code by the Borrower, the other obligor Loan Parties and/or the Limited Partners, as debtor(s) in possession. The Junior Lenders agree not to initiate or Personprosecute any action or other proceeding (A) challenging the enforceability of the Senior Lender Claim, (B) challenging the enforceability of any of the security interests or liens on assets securing all or any part of the Senior Lender Claim (including, without limitation, the Collateral), or in case of (C) asserting any claim which the Borrower, the other comparable judicial proceedings relative Loan Parties and/or the Limited Partners may hold with respect to the Borrower Agent or other obligor upon the Notes, Banks or the Term Loans B Agent or the Term Loans B Banks. Notwithstanding anything in this Agreement to the creditors of property of the Borrower or such other obligorcontrary, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, Junior Lenders shall be entitled to receive and empowered but without retain any obligation, subject to Section 13.9(a), by intervention Reorganization Securities issued in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid an Insolvency Proceeding in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductJunior Lender Claim.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Facility Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Facility Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent (at the direction of the Facility Agent) shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct.

Insolvency Proceedings. In case If there shall be pendingoccur any receivership, relative insolvency, assignment for the benefit of creditors, bankruptcy, reorganization, or arrangements with creditors (whether or not pursuant to bankruptcy or other insolvency laws) of the Borrower Company, any of its Subsidiaries or any other obligor upon Person obligated with respect to any Senior Indebtedness, or the Notes sale of all or any Person having or claiming an ownership interest in substantially all of the Collateralassets, proceedings under the Bankruptcy Code dissolution, liquidation, or any other applicable federal or state bankruptcymarshaling of the assets and liabilities of Company, insolvency (i) no amount shall be paid by Company in respect of the principal of, interest on or other similar lawamounts due with respect to this Note at the time outstanding, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether unless and until the principal of and interest on the Notes Senior Indebtedness then outstanding shall then be due and payable as therein expressed paid in full, (ii) any payment or by declaration distribution of assets of the Company of any kind or otherwise and irrespective character, whether in cash, property or securities to which Holder would be entitled on account of whether the Collateral Agent shall have made any demand pursuant to Subordinated Indebtedness, but for the provisions of this SectionNote, shall be entitled and empowered but without paid or distributed by the liquidating trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or other trustee or agent, directly to the holders of Senior Indebtedness to the extent necessary to make payment in full of all amounts of Senior Indebtedness remaining unpaid, after giving effect to any obligationconcurrent payment or distribution to the holders of the Senior Indebtedness, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (aiii) to file and prove a no claim or claims for the whole amount proof of principal and Interest owing and unpaid claim shall be filed with Company by or on behalf of Holder which shall assert any right to receive any payments in respect of the Notesprincipal of and interest on this Note, all other amounts owing except subject to the Lenders payment in full of the principal of and interest on all of the Senior Indebtedness then outstanding, and (iv) if Holder fails to file a proof of claim for the Note prior to 15 Business Days before the expiration of the time to file any such proof of claim, the Holder hereby irrevocably authorizes and empowers and appoints the holders of the Senior Indebtedness (or their agent) as attorney in fact, to demand, sue for, collect and receive every such payment or distribution and give acquittance therefor, and to file and vote claims (in bankruptcy proceedings or otherwise) and take such other papers or documents as may be necessary or advisable actions, in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf name of the holders of the Notes Senior Indebtedness or otherwise, as the holders of the Senior Indebtedness (or their agent) may deem necessary or advisable for the enforcement of these provisions. Holder shall duly and promptly take such action as may be reasonably requested by the holders of the Senior Indebtedness (or their agent) to assist in the collection of the Note for the account of any election holder of a trusteethe Senior Indebtedness, a standby trustee and to file appropriate proofs of claim with respect to the Note and to vote the same, and to execute and deliver to the holders of the Senior Indebtedness (or person performing similar functions in their agent) on demand such powers of attorney, proofs of claim, assignments of claim or other instruments as may be reasonably requested by the holders of the Senior Indebtedness (or their agent) to enable the holders of the Senior Indebtedness (or their agent) to enforce any such proceedings; (c) and all claims upon or with respect to the Subordinated Indebtedness and to collect and receive any moneys and all payments or other property distributions which may be payable or deliverable on at any such claims and to distribute all amounts received time upon or with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductSubordinated Indebtedness.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case event of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwiseInsolvency Proceeding: (a) to file and prove a claim all Senior Debt first shall be paid in full in cash before any payment (whether made in cash, securities or claims for the whole amount other property) of principal and Interest owing and unpaid in or with respect of the Notes, all other amounts owing to the Lenders and to file such Initial Purchase Debt other papers or documents as may than Senior Debt shall be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulationsany payment which, to vote (with but for the consent terms hereof, otherwise would be payable or deliverable in respect of the Agent) on behalf of Initial Purchase Debt other than Senior Debt shall be paid or delivered directly to the holders of Senior Debt (to be held and/or applied first to the Notes repayment of any and all then outstanding Bridge Debt in accordance with the terms of the Bridge Purchase Agreement and then to the payment of any election and all then outstanding Initial Purchase Debt constituting Senior Debt) until the Discharge of a trusteeSenior Debt, a standby trustee and Initial Purchase Agent and each Initial Buyer irrevocably authorizes, empowers and directs all receivers, trustees, liquidators, custodians, conservators and others having authority in the premises to effect all such payments and deliveries, and Initial Purchase Agent and each Initial Buyer also irrevocably authorizes, empowers and directs the Bridge Agent to demand, sxx for, collect and receive every such payment or person performing similar functions in any such proceedingsdistribution (on its behalf and for the other holders of Senior Debt); (c) each of Initial Purchase Agent and each Initial Buyer agrees to collect execute and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect deliver to the claims of Bridge Agent or its representative all such further instruments confirming the Secured Parties on their behalfauthorization referred to in the foregoing clause (b); and (d) each of Initial Purchase Agent and each Initial Buyer agrees to execute, verify, deliver and file any proofs of claim in respect of the Initial Purchase Debt requested by the Bridge Agent in connection with any such Insolvency Proceeding and hereby irrevocably authorizes, empowers and appoints the Bridge Agent its agent and attorney-in-fact to execute, verify, deliver and file such proofs of claim upon the failure of such Person promptly to do so (and other papers or documents as may be necessary or advisable in order any event prior to have fifteen (15) days before the claims expiration of the Collateral time to file any proof of claim in respect of the Initial Purchase Debt); provided the Bridge Agent or the Secured Parties allowed in any judicial proceedings relative shall have no obligation to the Borrowerexecute, its creditors and its property; and any trusteeverify, receiverdeliver, liquidator, collateral agent or trustee or other similar official in and/or file any such proceeding is hereby authorized by each proof of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductclaim.

Insolvency Proceedings. In case there (a) This Agreement is intended to constitute and shall be pending, relative deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to Borrower or any other obligor upon the Notes Obligor shall include Borrower or such Obligor as debtor and debtor-in-possession and any receiver or trustee for Borrower or any Person having other Obligor (as the case may be) in connection with any case under the Bankruptcy Code or claiming an ownership interest in connection with any other Insolvency Event. (b) Without limiting the generality of the other provisions of this Agreement, until the Senior Discharge Date, without the express written consent of the Senior Agent, Subordinated Creditor shall not institute or commence (nor shall it join with or support any third party instituting, commencing, opposing, objecting or contesting, as the case may be, or otherwise suffer to exist), any Insolvency Event involving Borrower or any other Obligor. (c) The Senior Creditors shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid its debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or consent of Subordinated Creditor. (d) Subordinated Creditor will not, and hereby waives any right to bring, join in, or otherwise support or take any action to (i) contest the validity, legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Loan Documents or any security interests and/or liens of the Senior Creditors on or in any property or assets of Borrower or any other Obligor, including without limitation, the Collateral; (ii) interfere with or in any manner oppose or support any other Person in opposing any foreclosure on or other disposition of any Collateral by the Senior Creditors in accordance with applicable law, proceedings or otherwise to contest, protest, object to or interfere with the manner in which the Senior Creditors may seek to enforce the Liens on any Collateral; (iii) provide a debtor-in-possession facility (including on a priming basis) to Borrower or any other Obligor, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or without the consent, in case a receivertheir sole discretion, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the BorrowerSenior Creditors; or (iv) exercise any rights against the Senior Creditors or the Collateral under Section 506(c) of the Bankruptcy Code. (e) Subordinated Creditor will not, its property or such other obligor or Personand hereby waives any right to, oppose, contest, object to, join in, or in case otherwise support any opposition to or objection with respect to, (i) any request or motion of the Senior Creditors seeking, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, the modification, lifting or vacating of the automatic stay of Section 362(a) of the Bankruptcy Code or from any other comparable judicial proceedings relative to the Borrower stay in connection with any Insolvency Event or other obligor upon the Notes, or to the creditors of property seeking adequate protection of the Borrower or such other obligor, Senior Creditors’ interests in the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims Senior Debt (whether under Sections 362, 363, and/or 364 of the Secured Parties Bankruptcy Code or other applicable law), and, until Senior Discharge Date, Subordinated Creditor agrees that it shall not seek relief from such automatic stay without the prior written consent of the Senior Agent; (ii) any debtor-in-possession financing (including on a priming basis) or use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code or other applicable law) arrangement by Borrower, whether from the Senior Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, if the Senior Creditors, in their behalfsole 137168310 v21 discretion, consent to such debtor-in-possession financing or cash collateral arrangement, and Subordinated Creditor shall not request adequate protection (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law) or any other relief in connection therewith; and (diii) to file such proofs of claim and any sale or other papers or documents as may be necessary or advisable in order to have the claims disposition of the Collateral Agent or substantially all of the Secured Parties allowed in assets of Borrower or any judicial proceedings relative to the Borrower, its creditors other Obligor (include any such sale free and its property; and any trustee, receiver, liquidator, collateral agent or trustee clear of liens or other similar official claims) under Section 363 of the Bankruptcy Code or other applicable law if the Senior Creditors, in their sole discretion, consent to such sale or disposition; (vii) the Senior Creditors’ exercise or enforcement of its right to make an election under Section 1111(b) of the Bankruptcy Code, and Subordinated Creditor hereby waives any such proceeding is hereby authorized by each claim it may hereafter have against the Senior Creditors arising out of such Secured Parties election; (viii) the Senior Creditors’ exercise or enforcement of its right to make payments to credit bid any or all of its debt claims against Borrower or any other Obligor, including, without limitation, the Collateral Agent Senior Debt; or (ix) any plan of reorganization or liquidation if the Senior Creditors, in their sole discretion, consent to, vote in favor of, or otherwise do not oppose such plan of reorganization or liquidation, and, in the event that the Collateral Agent shall consent furtherance thereof, Subordinated Creditor hereby grants to the making Senior Creditors the right to vote Subordinated Creditor’s claim or claims (as such term is defined in the Bankruptcy Code) arising on account of payments directly or in connection with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to such Secured Parties, any plan of reorganization or liquidation to pay which Subordinated Creditor may be entitled to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence vote in any bankruptcy or willful misconductliquidation proceeding or in connection with any other Insolvency Event of Borrower or any other Obligor.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor Obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor Obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor Obligor upon the Notes, or to the creditors of property of the Borrower or such other obligorObligor, the Collateral Agent Agent, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this SectionSection 13.6, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all reasonable and documented out-of-pocket expenses (including the reasonable fees and out-of-pocket expenses of outside counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with at the consent direction of the Facility Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent (at the direction of the Facility Agent) to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable and documented out-of-pocket expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct.

Insolvency Proceedings. In case there shall be pending(a) Each of the Revolver Agent and the Term Agent agrees to file, relative in accordance with applicable law, all filings and claims required to preserve the Borrower or Master Debt under the Term Loan Agreement and the Revolving Credit Agreement in any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateralformal insolvency Proceeding, proceedings whether under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiverwithin the time periods required by such applicable law to preserve those debts, assignee or trustee in bankruptcy or reorganizationclaims and rights, liquidator, sequestrator or similar official shall have been appointed for or taken possession and each of the BorrowerRevolver Agent (and each of the Revolver Lenders) and the Term Agent (and each of the Term Lenders) hereby irrevocably authorizes, its property or empowers and appoints the other to execute, verify, deliver and file proofs of claim upon the failure of such other obligor or Person, or in case of any other comparable judicial proceedings relative party to do so with respect to the Borrower or other obligor upon the Notes, or relevant Class of Master Debt within three (3) Business Days prior to the creditors of property expiration of the Borrower or time to file such other obligorproof of claim; provided, however, that neither the Collateral Revolver Agent irrespective of whether nor the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Term Agent shall have made the obligation to execute, verify, deliver, and/or file any demand pursuant to the provisions such proof of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each on behalf of the other Secured Parties allowed in such proceedings;Class of Master Debt. (b) In the event any Proceeding is commenced by or against any Agreement Obligor, the Term Agent and the Term Lenders agree that, unless prohibited by Applicable Law and regulationsuntil the Revolver Debt shall have been Paid in Full, to vote (with the consent of Term Agent and the Agent) on behalf of Term Lenders, as the holders of the Notes in any election of a trusteecase may be, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments shall promptly pay over to the Collateral Agent and, any Collateral Distribution attributable to any such Proceeding in the event form received for application pursuant to this Agreement, except that the Collateral Agent shall consent to Term Lenders may receive and retain (i) debt securities issued in exchange for the making of payments directly to such Secured Parties, to pay to Term Debt and (ii) equity interests in the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductBorrower.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession Section 15(a) and (b) of the Borrower, its property or such other obligor or Person, or Intercreditor ---------------------- Agreement are hereby amended to state in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable their entirety as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwisefollows: (a) to file Until the US Obligations and prove the UK Obligations shall have been paid in full, any distribution of any kind made in any Insolvency Proceeding of a claim or claims for the whole amount of principal and Interest owing and unpaid in respect Loan Party on account of the NotesShared Collateral shall be allocated and distributed in accordance with the provisions of Section 3 hereof (or Section 33 hereof, all other amounts owing if that latter provision instead should be applicable) but subject to Section 9 and in the event, for whatever reason, such a distribution does not occur, the party receiving any portion of a distribution made in violation of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) but subject to Section 9 shall hold 2 <PAGE> such position in trust consistent with the provisions of Section 13 hereof and shall promptly deliver such portion to the Lenders and party that should have instead received it pursuant to file Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) but subject to Section 9 to then be further distributed by such party as provided in Section 3 hereof (or Section 33 hereof, if that latter provision should be applicable) but subject to Section 9. Without limiting the generality of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) but subject to Section 9 or of any other papers provision of this Intercreditor Agreement, if, in any Insolvency Proceeding of any Loan Party, a party hereto obtains a cash or documents as may be necessary other payment in connection with any asserted or advisable determined impairment to its interest in order to have the claims any of the Shared Collateral Agent or otherwise as a form of "adequate protection" of its interest in any of the Shared Collateral, such payment shall be deemed, for purposes of this Intercreditor Agreement, to be Net Proceeds of Shared Collateral and such party shall thereupon redistribute such payment in accordance with the priority of payment set forth in Section 3 hereof (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advancesor Section 33 hereof, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined that latter provision instead should be applicable) but subject to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; Section 9. (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes Each party may file in any election Insolvency Proceeding of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such Loan Party proofs of claim and other papers motions and pleadings with respect to its claims and liens and security interests, if and only if consistent with the terms hereof and the limitations of such party imposed hereby. Consistent with, but not in limitation of, the foregoing, each party expressly reserves: (i) its right to vote in any Insolvency Proceeding of any Loan Party; (ii) any and all of its claims or documents as may defenses in favor of or in opposition to any plan of reorganization proposed for any Loan Party in an Insolvency Proceeding; and (iii) any and all of its claims, rights, powers and/or remedies under any law governing the Loan Party that any other creditor with security interests and liens in the assets of the Loan Party would have; provided, however, each party expressly agrees that -------- ------- it shall exercise all of such claims, rights, powers, and or remedies in a manner that is consistent with the provisions of this Intercreditor Agreement and that it shall not exercise (and it shall be necessary expressly prohibited from exercising) any such claims, rights (including, without limitation, any right to vote its claim to accept or advisable reject any plan of reorganization for any Loan Party), powers, and/or remedies in order a manner that is intended to deprive or that has the likely effect of depriving other parties of the benefits of this Intercreditor Agreement (and any such exercise shall be deemed to be null and void). Each party shall have the claims right to enforce the provisions of this Intercreditor Agreement (including the provisions of this Section 15(b)) in an Insolvency Proceeding of any Loan Party. Without limiting the generality of the Collateral Agent foregoing, no party shall have the right to waive or fail to assert its claims or to support a plan of reorganization that provides for a priority of distribution that is inconsistent with the Secured Parties allowed provisions of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) but subject to Section 9 in an Insolvency Proceeding of any judicial proceedings relative to the Borrower, its creditors Loan Party and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that US Agent reasonably determines that any member of the Collateral UK Lender Group, or that the UK Agent shall consent to reasonably determines that any member of the making US Lender Group, may be on the verge of payments directly to such Secured Partiesdoing so in any Insolvency Proceeding of any Loan Party, to pay to the Collateral US Agent such amounts or the UK Agent (as the case may be) shall be sufficient deemed to cover all reasonable expenses be the assignee (and liabilities incurredthus the holder) of such claim and shall have the right to assert and vote (including pursuant to a deemed power of attorney) such claim in the Insolvency Proceeding of any Loan Party, and all advances made, by including through the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductfiling of a proof of claim therein and/or casting ballots in connection with any proposed plan of reorganization for any Loan Party."

Insolvency Proceedings. In case there shall be pending, relative to (a) Until all of the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official Obligations shall have been appointed for or taken possession paid in full, any distribution of any kind made in any Insolvency Proceeding of a Loan Party on account of the BorrowerShared Collateral shall be allocated and distributed in accordance with the provisions of Section 3 hereof but subject to Section 6 and in the event, its property for whatever reason, such a distribution does not occur, the party receiving any portion of a distribution made in violation of Section 3 hereof but subject to Section 6 shall hold such portion in trust in accordance with the provisions of Section 9 hereof and shall promptly deliver such portion to the party that should have instead received it pursuant to Section 3 hereof but subject to Section 6 to then be further distributed by such party as provided in Section 3 hereof but subject to Section 6. Without limiting the generality of Section 3 hereof but subject to Section 6 or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower provision of this Intercreditor Agreement, if, in any Insolvency Proceeding of any Loan Party, a party hereto obtains a cash or other obligor upon the Notes, payment in connection with any asserted or determined impairment to the creditors of property its interest in any of the Borrower Shared Collateral or such other obligor, the Collateral Agent irrespective otherwise as a form of whether the principal "adequate protection" of its interest in any of the Notes Shared Collateral, such payment shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions deemed, for purposes of this SectionIntercreditor Agreement, to be Net Proceeds of Shared Collateral and such party shall be entitled and empowered thereupon redistribute such payment in accordance with the priority of payment set forth in Section 3 hereof but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings;6. (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes Each party may file in any election Insolvency Proceeding of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such Loan Party proofs of claim and other papers motions and pleadings with respect to its claims and liens and security interests, if and only if consistent with the terms hereof and the limitations on such party imposed hereby. Consistent with, but not in limitation of, the foregoing, each party expressly reserves: (i) its right to vote in any Insolvency Proceeding of any Loan Party; (ii) any and all of its claims or documents as defenses in favor of or in opposition to any plan of reorganization proposed for any Loan Party in an Insolvency Proceeding; and (iii) any and all of its claims, rights, powers and/or remedies under any law governing the Loan Party that any other creditor with security interests and liens in the assets of the Loan Party would have; provided, however, each party expressly agrees that -------- ------- it shall exercise all of such claims, rights, powers, and or remedies in a manner that is consistent with the provisions of this Intercreditor Agreement and that it shall not exercise (and it shall be expressly prohibited from exercising) any such claims, rights (including, without limitation, any right to vote its claim to accept or reject any plan of reorganization for any Loan Party), powers, and/or remedies in a manner that is intended to deprive or that has the likely effect of depriving other parties of the benefits of this Intercreditor Agreement (and any such exercise shall be deemed to be null and void). Each party shall have the right to enforce the provisions of this Intercreditor Agreement (including the provisions of this Section 11(b)) in an Insolvency Proceeding of any Loan Party. Without limiting the generality of the foregoing, no party shall have the right to waive or fail to assert its claims or to support a plan of reorganization that provides for a priority of distribution that is inconsistent with the provisions of Section 3 hereof but subject to Section 6 in an Insolvency Proceeding of any Loan Party. In the event that Post-Petition Agent reasonably determines that any member of the US Lender Group or UK Lender Group may be necessary on the verge of taking any action (or advisable failing to take any action) prohibited by the terms of this Intercreditor Agreement in order any Insolvency Proceeding of any Loan Party, the Post-Petition Agent shall be deemed to be the assignee (and thus the holder) of said claim and shall have the claims right to assert and vote (including pursuant to a deemed power of attorney) such claim in the Insolvency Proceeding of any Loan Party, including through the filing of a proof of claim therein and/or casting ballots in connection with any proposed plan of reorganization for any Loan Party. In the event, after the Post-Petition Credit Agreement has terminated and all Post-Petition Obligations have been paid in full, the US Agent reasonably determines that any member of the Collateral UK Lender Group, or that the UK Agent reasonably determines that any member of the US Lender Group, may be on the verge of taking any action (or failing to take any action) prohibited by the terms of this Intercreditor Agreement in any Insolvency Proceeding of any Loan Party, the US Agent or the Secured Parties allowed UK Agent (as the case may be) shall be deemed to be the assignee (and thus the holder) of such claim and shall have the right to assert and vote (including pursuant to a deemed power of attorney) such claim in the Insolvency Proceeding of any Loan Party, including through the filing of a proof of claim therein and/or casting ballots in connection with any proposed plan of reorganization for any Loan Party. (c) Each party hereto agrees that this Intercreditor Agreement shall be enforceable against it before, during, and after any Insolvency Proceeding (including, without limitation, the Existing U.S. Insolvency Proceeding and the Existing Bermuda Insolvency Proceeding) of any Loan Party. All references to any Loan Party shall include such Loan Party as debtor in possession in any judicial proceedings relative to Insolvency Proceeding (including, without limitation, the Borrower, its creditors Existing U.S. Insolvency Proceeding and its property; the Existing Bermuda Insolvency Proceeding) and any receiver, trustee, receiver, provisional liquidator, collateral agent or trustee or other similar official estate representative for any Loan Party in any such proceeding is hereby authorized by Insolvency Proceeding (including, without limitation, the Existing U.S. Insolvency Proceeding and the Existing Bermuda Insolvency Proceeding). Consistent with, but not in limitation of, the foregoing, each party agrees and acknowledges that this Intercreditor Agreement constitutes a "subordination agreement" within the meaning of such Secured Parties to make payments to both Illinois law and Section 510(a) of the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductBankruptcy Code.

Insolvency Proceedings. In case there (a) This Agreement is intended to constitute and shall be pending, relative deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to Borrower or any other obligor upon the Notes Obligor shall include Borrower or such Obligor as debtor and debtor-in-possession and any receiver or trustee for Borrower or any Person having other Obligor (as the case may be) in connection with any case under the Bankruptcy Code or claiming an ownership interest in connection with any other Insolvency Event. (b) Without limiting the generality of the other provisions of this Agreement, until the Senior Discharge Date, without the express written consent of Senior Lenders, Subordinated Creditor shall not institute or commence (nor shall it join with or support any third party instituting, commencing, opposing, objecting or contesting, as the case may be, or otherwise suffer to exist), any Insolvency Event involving Borrower or any other Obligor. (c) Senior Lenders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid its debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or consent of Subordinated Creditor. (d) Subordinated Creditor will not, and hereby waives any right to bring, join in, or otherwise support or take any action to (i) contest the validity, legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Loan Documents or any security interests and/or liens of Senior Lenders on or in any property or assets of Borrower or any other Obligor, including without limitation, the Collateral; (ii) interfere with or in any manner oppose or support any other Person in opposing any foreclosure on or other disposition of any Collateral by the Senior Lender in accordance with applicable law, proceedings or otherwise to contest, protest, object to or interfere with the manner in which Senior Lenders may seek to enforce the Liens on any Collateral; (iii) provide a debtor-in-possession facility (including on a priming basis) to Borrower or any other Obligor, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, without the consent, in their sole discretion, of Senior Lenders; or in case a receiver, assignee (iv) exercise any rights against Senior Lenders or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession the Collateral under Section 506(c) of the BorrowerBankruptcy Code. [Subordinated Creditor hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to or interfere with the manner in which Senior Lender seeks to enforce its property liens on or such other obligor or Personsecurity interests in any Collateral.] (e) Subordinated Creditor will not, and hereby waives any right to, oppose, contest, object to, join in, or in case otherwise support any opposition to or objection with respect to, (i) any request or motion of Senior Lenders seeking, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, the modification, lifting or vacating of the automatic stay of Section 362(a) of the Bankruptcy Code or from any other comparable judicial proceedings relative to the Borrower stay in connection with any Insolvency Event or other obligor upon the Notes, or to the creditors seeking adequate protection of property of the Borrower or such other obligor, Senior Lenders’ interests in the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims Senior Debt (whether under Sections 362, 363, and/or 364 of the Secured Parties Bankruptcy Code or other applicable law), and, until Senior Discharge Date, Subordinated Creditor agrees that it shall not seek relief from such automatic stay without the prior written consent of Senior Lenders; (ii) any debtor-in-possession financing (including on a priming basis) or use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code or other applicable law) arrangement by Borrower, whether from Senior Lenders or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, if Senior Lenders, in their behalfsole discretion, consent to such debtor-in-possession financing or cash collateral arrangement, and Subordinated Creditor shall not request adequate protection (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law) or any other relief in connection therewith; and (diii) to file such proofs of claim and any sale or other papers or documents as may be necessary or advisable in order to have the claims disposition of the Collateral Agent or substantially all of the Secured Parties allowed in assets of Borrower or any judicial proceedings relative to the Borrower, its creditors other Obligor (include any such sale free and its property; and any trustee, receiver, liquidator, collateral agent or trustee clear of liens or other similar official claims) under Section 363 of the Bankruptcy Code or other applicable law if Senior Lenders, in their sole discretion, consent to such sale or disposition; (vii) Senior Lenders’ exercise or enforcement of its right to make an election under Section 1111(b) of the Bankruptcy Code, and Subordinated Creditor hereby waives any such proceeding is hereby authorized by each claim it may hereafter have against Senior Lenders arising out of such Secured Parties election; (viii) Senior Lenders’ exercise or enforcement of its right to make payments to credit bid any or all of its debt claims against Borrower or any other Obligor, including, without limitation, the Collateral Agent Senior Debt; or (ix) any plan of reorganization or liquidation if Senior Lenders, in their sole discretion, consent to, vote in favor of, or otherwise do not oppose such plan of reorganization or liquidation, and, in furtherance thereof, Subordinated Creditor hereby grants to Senior Lenders the event that right to vote Subordinated Creditor’s claim or claims (as such term is defined in the Collateral Agent shall consent Bankruptcy Code) arising on account of or in connection with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to the making any plan of payments directly reorganization or liquidation to such Secured Parties, which Subordinated Creditor may be entitled to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence vote in any bankruptcy or willful misconductliquidation proceeding or in connection with any other Insolvency Event of Borrower or any other Obligor.

Insolvency Proceedings. In case If there shall be pendingoccur any receivership, relative ---------------------- insolvency, assignment for the benefit of creditors, bankruptcy (voluntary or involuntary), reorganization, arrangement with creditors (whether or not pursuant to bankruptcy or other insolvency laws), sale of all or substantially all the Borrower assets of, or the, dissolution, liquidation or any other obligor upon marshaling of the Notes assets and liabilities of, Company or any Person having or claiming Guarantor (each, an ownership interest in "Insolvency Event") (i) the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this SectionLender, shall be entitled to receive indefeasible and empowered but without irrevocable payment in full in cash and full performance and satisfaction of all Obligations then outstanding before Creditor or any obligationof its Subsidiaries or Affiliates shall be entitled to receive any payment or distribution, subject to Section 13.9(a)whether in cash, by intervention in such proceedings securities or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid other property, in respect of the Notes, all other any amounts owing due with respect to the Lenders Subordinated Note or Subordinated Debt at the time outstanding, (ii) Creditor hereby assigns to the Lender all rights, title, and interest of the Creditor in and to file such other papers or documents as may be necessary or advisable in order to have the Subordinated Note and Subordinated Debt and any claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions arising thereunder in any such proceedings; proceeding in connection with an Insolvency Event; and (ciii) to collect and receive any moneys payment or distribution, whether in cash, securities or other property payable or deliverable on any such claims and to distribute all in respect of the amounts received due under or with respect to the claims Subordinated Note or Subordinated Debt shall be paid or delivered, to the extent of the Secured Parties on their behalf; and (d) unpaid balance of the Obligations, for application to file such proofs the payment thereof, directly to the Lender. In the event of claim any proceedings in connection with an Insolvency Event, Lender shall be entitled to rely upon this Agreement, which the parties acknowledge is enforceable in accordance with its terms upon the occurrence of any Insolvency Event, and other papers or documents as may be necessary or advisable in order to shall have the right to prove, in addition to its claims on account of the Obligations, its claims hereunder in any such proceeding, so as to establish its rights hereunder and to receive directly from any receiver, trustee or other court officer or custodian distributions of any sort which would otherwise be payable on account of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductObligations.

Insolvency Proceedings. In case there shall be pending(a) Each of the Senior Loan Agent and the Indenture Trustee agrees to file, relative in accordance with applicable law, all filings and claims required to preserve the Borrower or Master Debt under the Indenture and the Credit Agreement in any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateralformal insolvency proceeding, proceedings whether under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiverwithin the time periods required by such applicable law to preserve those debts, assignee or trustee in bankruptcy or reorganizationclaims and rights, liquidator, sequestrator or similar official shall have been appointed for or taken possession and each of the BorrowerSenior Loan Agent, its property or the Subordinated Noteholders, and the Indenture Trustee hereby irrevocably authorizes, empowers and appoints the other to (i) execute, verify, deliver and file proofs of claim upon the failure of such other obligor or Person, or in case of any other comparable judicial proceedings relative party to do so with respect to the Borrower or other obligor upon the Notesrelevant Class of Master Debt (and in any event, or prior to 10 days prior to the creditors of property expiration of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and time to file such other papers or documents as may be necessary or advisable in order to proof of claim); provided, however, that neither the Senior Loan Agent nor the Indenture ----------------- Trustee shall have the claims obligation to execute, verify, deliver, and/or file any such proof of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings;claim. (b) The Indenture Trustee and the Subordinated Noteholders agree that, unless prohibited and until the Senior Debt shall have been paid in full, the Indenture Trustee and the Subordinated Noteholders, as the case may be, shall hold any and all moneys, dividends, or other assets received by Applicable Law it or any of the them in any such insolvency proceeding on account of the Subordinated Debt (a "Distribution") in trust for the Senior Lenders, and regulations------------ pay over to the Senior Loan Agent, on behalf of the Senior Lenders (on demand made by the Senior Loan Agent), any such Distribution in the form received for application to vote the Senior Debt, except that (a) the Subordinated Noteholders may receive (i) debt securities that are subordinated to the Senior Debt (or to any debt securities issued in exchange for the Senior Debt) at least to the same extent as set forth in this Agreement or (ii) equity interest in the Debtors, and (b) to the extent that any part of the Subordinated Debt is or is deemed unsecured in an insolvency proceeding and any distribution to general unsecured creditors is made in such proceeding with the consent of the Agent) Senior Lenders or from a carve out of the Collateral, the Indenture Trustee, on behalf of the holders of the Notes in any election of a trusteeSubordinated Noteholders, a standby trustee or person performing similar functions in shall be entitled to receive and retain any such proceedings; (c) Distribution made to collect and receive any moneys unsecured creditors which would otherwise be paid or other property payable or deliverable on any such claims and to distribute all amounts received with respect over to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductSenior Lenders.

Insolvency Proceedings. In case there shall be pendingconnection with any Insolvency Proceedings, relative the Subordinated Creditor hereby irrevocably authorizes and empowers the Trustee, and irrevocably appoints the Trustee the Subordinated Creditor's attorney-in-fact to take any of the following actions if the Subordinated Creditor has failed to take such actions within 10 days prior to any deadline therefor (a) demand, sue xxx, collect and receive every such payment or distribution and give acquittance therefor, (b) enforce claims comprising Subordinated Indebtedness in the name of the Trustee, or the name of the Subordinated Creditor, by proof of debt, proof of claim, suit or otherwise; (c) collect any assets of the Borrower distributed, dividend or applied by way of dividend or payment, or any other obligor such securities issued, on account of Subordinated Indebtedness and apply the same, or the proceeds of any realization upon the Notes same, to Senior Note Indebtedness (whether due or any Person having or claiming an ownership interest not due in such order and manner as the CollateralTrustee may elect) until all Senior Note Indebtedness, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for indefeasibly paid in full in cash; (d) vote claims compromising Subordinated Indebtedness to accept or taken possession reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension; (e) take generally any action which the Subordinated Creditor might otherwise take; and (f) take such other actions in the Trustee's own name or in the name of the BorrowerSubordinated Creditor or otherwise, its property as the Trustee may reasonably deem necessary or such other obligor or Person, or in case of any other comparable judicial proceedings relative advisable to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to carry out the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductAgreement.

Insolvency Proceedings. In case there (a) This Agreement is intended to constitute and shall be pending, relative deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to Borrower or any other obligor upon the Notes Obligor shall include Borrower or such Obligor as debtor and debtor-in-possession and any receiver or trustee for Borrower or any Person having other Obligor (as the case may be) in connection with any case under the Bankruptcy Code or claiming an ownership interest in connection with any other Insolvency Event. (b) Without limiting the generality of the other provisions of this Agreement, until the Senior Discharge Date, without the express written consent of the Senior Agent, Subordinated Creditor shall not institute or commence (nor shall it join with or support any third party instituting, commencing, opposing, objecting or contesting, as the case may be, or otherwise suffer to exist), any Insolvency Event involving Borrower or any other Obligor. (c) The Senior Creditors shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid its debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or consent of Subordinated Creditor. (d) Subordinated Creditor will not, and hereby waives any right to bring, join in, or otherwise support or take any action to (i) contest the validity, legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Loan Documents or any security interests and/or liens of the Senior Creditors on or in any property or assets of Borrower or any other Obligor, including without limitation, the Collateral; (ii) interfere with or in any manner oppose or support any other Person in opposing any foreclosure on or other disposition of any Collateral by the Senior Creditors in accordance with applicable law, proceedings or otherwise to contest, protest, object to or interfere with the manner in which the Senior Creditors may seek to enforce the Liens on any Collateral; (iii) provide a debtor-in-possession facility (including on a priming basis) to Borrower or any other Obligor, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or without the consent, in case a receivertheir sole discretion, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the BorrowerSenior Creditors; or (iv) exercise any rights against the Senior Creditors or the Collateral under Section 506(c) of the Bankruptcy Code. [Subordinated Creditor hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to or interfere with the manner in which any Senior Creditor seeks to enforce its property liens on or such other obligor or Personsecurity interests in any Collateral.] (e) Subordinated Creditor will not, and hereby waives any right to, oppose, contest, object to, join in, or in case of otherwise support any other comparable judicial proceedings relative opposition to the Borrower or other obligor upon the Notesobjection with respect to, (i) any request or to the creditors of property motion of the Borrower or such other obligorSenior Creditors seeking, the Collateral Agent irrespective of whether the principal pursuant to Section 362(d) of the Notes shall then be due Bankruptcy [***] Certain information in this document has been omitted and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (filed separately with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect Securities and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received Exchange Commission. Confidential treatment has been requested with respect to the claims omitted portions. Code or otherwise, the modification, lifting or vacating of the Secured Parties automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in connection with any Insolvency Event or seeking adequate protection of the Senior Creditors’ interests in the Collateral or with respect to the Senior Debt (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law), and, until Senior Discharge Date, Subordinated Creditor agrees that it shall not seek relief from such automatic stay without the prior written consent of the Senior Agent; (ii) any debtor-in-possession financing (including on a priming basis) or use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code or other applicable law) arrangement by Borrower, whether from the Senior Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, if the Senior Creditors, in their behalfsole discretion, consent to such debtor-in-possession financing or cash collateral arrangement, and Subordinated Creditor shall not request adequate protection (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law) or any other relief in connection therewith; and (diii) to file such proofs of claim and any sale or other papers or documents as may be necessary or advisable in order to have the claims disposition of the Collateral Agent or substantially all of the Secured Parties allowed in assets of Borrower or any judicial proceedings relative to the Borrower, its creditors other Obligor (include any such sale free and its property; and any trustee, receiver, liquidator, collateral agent or trustee clear of liens or other similar official claims) under Section 363 of the Bankruptcy Code or other applicable law if the Senior Creditors, in their sole discretion, consent to such sale or disposition; (vii) the Senior Creditors’ exercise or enforcement of its right to make an election under Section 1111(b) of the Bankruptcy Code, and Subordinated Creditor hereby waives any such proceeding is hereby authorized by each claim it may hereafter have against the Senior Creditors arising out of such Secured Parties election; (viii) the Senior Creditors’ exercise or enforcement of its right to make payments to credit bid any or all of its debt claims against Borrower or any other Obligor, including, without limitation, the Collateral Agent Senior Debt; or (ix) any plan of reorganization or liquidation if the Senior Creditors, in their sole discretion, consent to, vote in favor of, or otherwise do not oppose such plan of reorganization or liquidation, and, in the event that the Collateral Agent shall consent furtherance thereof, Subordinated Creditor hereby grants to the making Senior Creditors the right to vote Subordinated Creditor’s claim or claims (as such term is defined in the Bankruptcy Code) arising on account of payments directly or in connection with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to such Secured Parties, any plan of reorganization or liquidation to pay which Subordinated Creditor may be entitled to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence vote in any bankruptcy or willful misconductliquidation proceeding or in connection with any other Insolvency Event of Borrower or any other Obligor.

Insolvency Proceedings. In case there shall be pending, relative to Each of the Subordinated Creditor and the Borrower or any other obligor upon hereby agrees with the Notes or any Person having or claiming an ownership interest Senior Creditors that, in the Collateral, proceedings under the Bankruptcy Code or event of any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession Insolvency Proceeding with respect to any of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwiseDebtors: (a) the Senior Creditors shall first be entitled to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid receive payment in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement full of all expenses (including Senior Debt before the fees and expenses Subordinated Creditor shall be entitled to receive any payment or distribution on account of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in Subordinated Debt from such proceedingsDebtor; (b) unless prohibited the Senior Creditors shall be entitled to receive from such Debtor (until payment in full of all Senior Debt) all payments and distributions on account of Subordinated Debt which would otherwise be payable or deliverable to the Subordinated Creditor, including, without limitation, all cash, securities, Equity Interests and other Property distributed, divided or applied by Applicable Law way of dividend or payment, and regulationsany securities or Equity Interests issued, on account of the Subordinated Debt, and, to vote that end, all such payments and distributions from such Debtor that otherwise would be payable or deliverable upon or with respect to any Subordinated Debt shall instead be paid or delivered forthwith directly to the Administrative Agent, for the benefit of Senior Creditors, in the same form as so received (with any necessary endorsement or assignment) for application to the consent payment of Senior Debt until all Senior Debt shall have been paid in full, and the Agent) on behalf Administrative Agent shall be entitled to hold all such securities, Equity Interests and other Property as collateral for Senior Debt, to sell, assign, transfer or dispose of such securities, Equity Interests and other Property as the holders Administrative Agent shall deem appropriate, and to apply all proceeds from the sale, assignment, transfer or disposition of the Notes in any election of a trusteesuch securities, a standby trustee or person performing similar functions in any such proceedingsEquity Interests and other Property to Senior Debt; (c) if the Subordinated Creditor shall fail to collect and receive any moneys or other property payable or deliverable on any file a proper proof of claim in the form required by Applicable Law against such claims and to distribute all amounts received with respect Debtor prior to the claims date thirty (30) days before the expiration of the Secured Parties time to file such claim, then the Administrative Agent is authorized, but shall have no obligation, to file such claim in the name of and on their behalfbehalf of the Subordinated Creditor; and (d) the Subordinated Creditor shall duly and promptly take such action as the Administrative Agent may reasonably request to file collect Subordinated Debt from such proofs of claim Debtor, and other papers to collect and receive any and all payments or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each distributions on account of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductSubordinated Debt.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes NotesObligations or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders Secured Parties and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Administrative Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. In the event that any voluntary or involuntary case there or proceeding under 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”) shall be pending, relative to commenced by or against the Borrower or any other obligor upon the Notes or any Person having or claiming Obligor (an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor“Insolvency Proceeding”), the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwiseAssignee hereby agrees that: (a) to file It shall not seek any relief from, or modification of, the automatic stay as provided in § 362 of the Bankruptcy Code or seek or accept any form of “adequate protection” under any or all of §§ 362, 363 and prove a claim or 364 of the Bankruptcy Code, except super-priority administrative expense claims for diminution of value (the whole amount of principal and Interest owing and unpaid in respect of the Notes“Priority Claims”), all other amounts owing which Priority Claims shall be subordinated to any similar Priority Claims granted to the Lenders and to file such other papers or documents as may be necessary or advisable Assignor in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurredaccordance with, and all advancessubject to, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and terms of each of the other Secured Parties allowed in such proceedingsthis Assignment; (b) unless prohibited by Applicable Law and regulations, It shall not seek to vote (with the consent appoint a trustee or examiner under § 1104 of the AgentBankruptcy Code or to convert (or support any other person in converting) on behalf such case or proceeding under § 1112 of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedingsBankruptcy Code; (c) It shall not oppose or object (or support any other person in opposing or objecting) to collect and receive any moneys “adequate protection” sought by or other property payable or deliverable on any such claims and to distribute all amounts received with respect granted to the claims Assignor; (d) It shall not oppose or object (or support any other person in opposing or objecting) to any post-petition financing provided by the Assignor, provided, that such post-petition financing is in such amounts and on such terms and conditions as are consistent with the documents, agreements, and instruments evidencing the Financing Arrangements and this Assignment (provided, further, that the Assignor may charge such fees as are customary and commercially reasonable under such circumstances); (e) It shall not object (or support any other person in objecting) to (i) the amount of the Secured Parties on their behalfFinancing Arrangements allowed or permitted to be asserted under any Bankruptcy Law or (ii) the extent to which the Financing Arrangements are deemed secured claims, including under § 506(a) of the Bankruptcy Code; (f) It shall not oppose or object (or support any other person in opposing or objecting) to any protection provided to the Assignor, including any form of adequate protection under § 362, § 363 or § 364 of the Bankruptcy Code and the payment of amounts equal to interest and expenses allowed under § 506(b) and (c) of the Bankruptcy Code to the Assignor; (g) It hereby waives any claim that it may now or hereafter have arising out of the election of the Assignor, in an Insolvency Proceeding, of the application of § 1111(b) of the Bankruptcy Code in respect of the obligations represented by the Participation Debenture; and (dh) to file such proofs of claim and other papers If the Assignor seeks any or documents as may be necessary or advisable in order to have the claims all of the Collateral Agent or relief described in Sections 7(a)-(f), the Secured Parties allowed in any judicial proceedings relative Assignee hereby irrevocably consents thereto and hereby agrees to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official join in any such proceeding is hereby authorized by each of motion or application seeking such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, relief if requested by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductAssignor.

Insolvency Proceedings. In case there Notwithstanding any provision of this Agreement to the contrary, if any Insolvency Proceeding occurs, then, and in any such event, (a) Agent and Senior Lenders shall be pending, relative entitled to receive payment in full in cash of any and all of the Senior Debt prior to the Borrower payment of all or any part of the Subordinated Debt, and (b) any payment or distribution of any kind or character, whether in cash, securities or other obligor property, which shall be payable or deliverable upon or with respect to any or all of the Notes or any Person having or claiming an ownership interest Subordinated Debt (other than a payment in the Collateralform of, proceedings under or a distribution of, Reorganization Subordinated Securities which Creditor is hereby specifically authorized to receive and retain) shall be paid or delivered directly to Agent for application on any of the Bankruptcy Code Senior Debt until the Senior Debt has been fully paid in cash and satisfied. Creditor shall retain the right to vote and file proofs of claim and otherwise act with respect to the Subordinated Debt in any Insolvency Proceeding involving any Loan Party or its assets in accordance with this Section 7; provided, however, that Agent is hereby irrevocably authorized and empowered, in its discretion, to (i) make and present for and on behalf of Creditor such proofs of claim against each Loan Party on account of the Subordinated Debt as Agent may deem expedient or proper if, and only if, Creditor has failed to do so at least ten (10) days prior to the due date thereof, (ii) vote such proofs of claim in any other applicable federal or state bankruptcysuch proceeding if, insolvency and only if, Creditor has failed to do so at least five (5) days prior to the last day for voting proofs of claim and (iii) receive and collect any and all dividends or other similar lawpayments or disbursements made thereon in whatever form the same may be paid or issued (other than a payment in the form of, or in case a receiverdistribution of, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession Reorganization Subordinated Securities which Creditor is hereby specifically authorized to receive and retain) and to apply the same on account of any of the Borrower, its property or such other obligor or Person, or Senior Debt. In circumstances in case of any other comparable judicial proceedings relative which Agent is permitted to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand act on Creditor's behalf pursuant to the provisions of this Sectionproviso to the preceding sentence, shall be entitled (i) Creditor irrevocably authorizes and empowered but without any obligationempowers Agent to demand, subject to Section 13.9(a)xxx for, by intervention in such proceedings or otherwise: (a) to file collect and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect receive each of the Notes, all other amounts owing to the Lenders aforesaid payments and distributions and give acquittance therefor and to file claims and take such other papers actions, in Agent's own name or documents in the name of Creditor or otherwise, as Agent may deem necessary or advisable for the enforcement of this Section 7 and (ii) Creditor will execute and deliver to Agent such powers of attorney, assignments and other instruments or documents, including notes (together with such assignments or endorsements as Agent shall deem necessary), as may be necessary or advisable reasonably requested by Agent in order to have the enable Agent to enforce any and all claims upon or with respect to any or all of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees Subordinated Debt and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property and all payments and distributions which may be payable or deliverable on at any such claims and to distribute all amounts received time upon or with respect to the claims of Subordinated Debt (other than a payment in the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers form of, or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrowera distribution of, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding Reorganization Subordinated Securities which Creditor is hereby specifically authorized by each of such Secured Parties to make payments to the Collateral Agent and, in receive and retain). In the event that the Collateral Agent shall consent Creditor turns over to the making Agent any payment or contributions received by it in accordance with this Agreement, Creditor shall for purposes of payments directly determining whether any default under the Creditor's Documents has occurred be deemed not to have received such Secured Partiespayment or distribution. In the event that any Loan Party fails to make any payment on account of the Subordinated Debt by reason of any provision contained herein, to pay such failure shall, notwithstanding such provision contained herein, constitute a default with respect to the Collateral Agent Subordinated Debt if and to the extent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by failure would otherwise constitute such a default in accordance with the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductterms of the Subordinated Debt.

Insolvency Proceedings. In Upon any distribution of assets of either Borrower pursuant to or during (a) any insolvency or bankruptcy case there shall be pendingor proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to such Borrower or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of such Borrower, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the Borrower benefit of creditors or any other obligor upon marshalling of assets and liabilities of such Borrower (any such case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or assignment of the Notes or any Person having or claiming an ownership interest type described in the Collateralpreceding clauses (a), proceedings under (b) or (c) is referred to herein as a "Proceeding"), then in the Bankruptcy Code event of any such Proceeding, Banks shall be entitled to receive payment in full of all amounts due or any other applicable federal to become due on or state bankruptcy, insolvency or other similar lawin respect of all Obligations, or provision shall be made for such payment in case a receivermoney or money's worth, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official before Subsidiary shall have been appointed for or taken possession be entitled to receive any payment of any type on account of the BorrowerSubordinate Obligations, its and to that end Banks shall be entitled to receive, for application to the payment of the Obligations, any payment or distribution of any kind or character, whether in cash, property or securities (including any such other obligor payment or Person, distribution which may be payable or in case deliverable by reason of the payment of any other comparable judicial proceedings relative indebtedness of such Borrower being subordinated to the Borrower or other obligor upon the Notes, or to the creditors of property payment of the Borrower Subordinate Obligations) which may be payable or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid deliverable in respect of the NotesSubordinate Obligations in any such Proceeding. Subsidiary irrevocably authorizes and empowers Administrative Agent on behalf of Banks, all other amounts owing to the Lenders demand, sue for, collect and receive any such payment ox xistribution and to receipt therefor, and to file and vote all such claims and take all such action, in the name of Subsidiary or otherwise, as Administrative Agent may determine to be necessary or appropriate for the enforcement of these subordination provisions or the enforcement and collection of the Subordinate Obligations. Subsidiary will also execute and deliver such further instruments confirming such authorizations and such powers of attorney, proofs of claim, assignments of claim, and other papers or documents instruments as may be necessary or advisable requested by Administrative Agent in order to have the enable Administrative Agent to enforce, on behalf of Banks any and all claims of or in respect of the Collateral Agent Subordinate Obligations. In the event that, notwithstanding the foregoing provisions of this paragraph, Subsidiary shall have received any payment or distribution of assets of such Borrower of any kind or character, whether in cash, property or securities (including any claim such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of such Borrower being subordinated to the payment of Subordinate Obligations) before all Obligations are paid in full or payment thereof provided for, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other person making payment or distribution of assets of such Borrower for reimbursement application to the payment of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulationsObligations remaining unpaid, to vote (with the consent of the Agent) on behalf of extent necessary to pay all Obligations in full, after giving effect to any concurrent payment or distribution to or for the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductObligations.

Insolvency Proceedings. In Upon any distribution of assets of Borrower pursuant to or during (a) any insolvency or bankruptcy case there shall be pendingor proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to Borrower or its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of Borrower, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the Borrower benefit of creditors or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession marshaling of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property assets and liabilities of the Borrower (any such case, proceeding, receivership, liquidation, reorganization, liquidation, dissolution, winding up or such other obligor, the Collateral Agent irrespective of whether the principal assignment of the Notes shall type described in the preceding clauses (a), (b) or (c) is referred to herein as a "PROCEEDING"), then be due and payable as therein expressed or by declaration or otherwise and irrespective in the event of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Sectionsuch Proceeding, Senior Lender shall be entitled to receive final and empowered but without irrevocable payment in full in cash of all amounts due or to become due on or in respect of all Senior Obligations, or provision shall be made for such payment in money or money's worth, before Subordinate Lender shall be entitled to receive or accept any obligationpayment of any type on account of any Subordinate Obligations. To that end, subject Senior Lender shall be entitled to Section 13.9(a)receive, by intervention for application to the payment of the Senior Obligations, any payment or distribution of any kind or character, whether in such proceedings cash, property or otherwise: (a) to file and prove a claim securities which may be payable or claims for the whole amount of principal and Interest owing and unpaid deliverable in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions Subordinate Obligations in any such proceedings; (c) to collect Proceeding and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to payment or distribution shall be paid or delivered by the claims of the Secured Parties on their behalf; and (d) to file person making such proofs of claim and other papers payment or documents as may be necessary or advisable distribution, whether a trustee in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trusteebankruptcy, receiver, liquidatorassignee for the benefit of creditors, collateral agent or liquidating trustee or other similar official agent, or otherwise, directly to Senior Lender for application in any such proceeding is hereby authorized by each payment of such Secured Parties to make payments the Senior Obligations to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, extent necessary to pay to the Collateral Agent such amounts as shall be sufficient to cover in full all reasonable expenses and liabilities incurredSenior Obligations then remaining unpaid, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.after giving effect to

Insolvency Proceedings. In case there (a) Until all of the Obligations shall have been paid in full, any distribution of any kind made in any Insolvency Proceeding of a Loan Party on account of the Collateral shall be pendingallocated and distributed in accordance with the provisions of Section 3 hereof and in the event, relative for whatever reason, such a distribution does not occur, the party receiving any portion of a distribution made in violation of Section 3 hereof shall hold such portion in trust in accordance with the provisions of Section 9 hereof and shall promptly deliver such portion to the Borrower party that should have instead received it pursuant to Section 3 hereof to then be further distributed by such party as provided in Section 3. Without limiting the generality of Section 3 hereof or of any other obligor upon the Notes provision of this Intercreditor Agreement, if, in any Insolvency Proceeding of any Loan Party, a party hereto obtains a cash or other payment in connection with any Person having asserted or claiming an ownership determined impairment to its interest in any of the Collateral or otherwise as a form of "adequate protection" of its interest in any of the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcysuch payment shall be deemed, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions purposes of this SectionIntercreditor Agreement, to be Net Proceeds of Collateral and such party shall be entitled and empowered but without any obligation, subject to thereupon redistribute such payment in accordance with the priority of payment set forth in Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings;3 hereof. (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes Each party may file in any election Insolvency Proceeding of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such Loan Party proofs of claim and other papers motions and pleadings with respect to its claims and liens and security interests, if and only if consistent with the terms hereof and the limitations on such party imposed hereby. Consistent with, but not in limitation of, the foregoing, each party expressly reserves: (i) its right to vote in any Insolvency Proceeding of any Loan Party; (ii) any and all of its claims or documents as may defenses in favor of or in opposition to any plan of reorganization proposed for any Loan Party in an Insolvency Proceeding; and (iii) any and all of its claims, rights, powers and/or remedies under any law governing the Loan Party that any other creditor with security interests and liens in the assets of the Loan Party would have; provided, however, each party expressly agrees that it shall exercise all of such claims, rights, powers, and or remedies in a manner that is consistent with the provisions of this Intercreditor Agreement and that it shall not exercise (and it shall be necessary expressly prohibited from exercising) any such claims, rights (including, without limitation, any right to vote its claim to accept or advisable reject any plan of reorganization for any Loan Party), powers, and/or remedies in order a manner that is intended to deprive or that has the likely effect of depriving other parties of the benefits of this Intercreditor Agreement (and any such exercise shall be deemed to be null and void). Each party shall have the claims right to enforce the provisions of this Intercreditor Agreement (including the provisions of this Section 11(b)) in an Insolvency Proceeding of any Loan Party. Without limiting the generality of the Collateral Agent foregoing, no party shall have the right to waive or fail to assert its claims or to support a plan of reorganization that provides for a priority of distribution that is inconsistent with the Secured Parties allowed provisions of Section 3 hereof in an Insolvency Proceeding of any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in Loan Party. In the event that Working Capital Agent reasonably determines that any member of the Collateral Secured Loan Lender Group may be on the verge of taking any action (or failing to take any action) prohibited by the terms of this Intercreditor Agreement in any Insolvency Proceeding of any Loan Party, the Working Capital Agent shall consent be deemed to be the making assignee (and thus the holder) of payments directly said claim and shall have the right to assert and vote (including pursuant to a deemed power of attorney) such Secured Partiesclaim in the Insolvency Proceeding of any Loan Party, to pay to including through the Collateral Agent such amounts as filing of a proof of claim therein and/or casting ballots in connection with any proposed plan of reorganization for any Loan Party. (c) Each party hereto agrees that this Intercreditor Agreement shall be sufficient to cover all reasonable expenses and liabilities incurredenforceable against it before, during, and all advances madeafter any Insolvency Proceeding of any Loan Party. All references to any Loan Party shall include such Loan Party as debtor in possession in any Insolvency Proceeding and any receiver, by trustee, provisional liquidator, or other estate representative for any Loan Party in any Insolvency Proceeding. Consistent with, but not in limitation of, the Collateral Agent foregoing, each party agrees and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductacknowledges that this Intercreditor Agreement constitutes a "subordination agreement" within the meaning of both Illinois law and Section 510(a) of the Bankruptcy Code.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses USActive 31637433.35 -122- (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Facility Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Facility Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; USActive 57084911.14 -120- and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. In case there (a) This Agreement is intended to constitute and shall be pending, relative deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to Borrower or any other obligor upon the Notes Obligor shall include Borrower or such Obligor as debtor and debtor-in-possession and any receiver or trustee for Borrower or any Person having other Obligor (as the case may be) in connection with any case under the Bankruptcy Code or claiming an ownership interest in connection with any other Insolvency Event. (b) Without limiting the generality of the other provisions of this Agreement, until the Senior Discharge Date, without the express written consent of the Senior Agent, Subordinated Creditor shall not institute or commence (nor shall it join with or support any third party instituting, commencing, opposing, objecting or contesting, as the case may be, or otherwise suffer to exist), any Insolvency Event involving Borrower or any other Obligor. (c) The Senior Creditors shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid its debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or consent of Subordinated Creditor. (d) Subordinated Creditor will not, and hereby waives any right to bring, join in, or otherwise support or take any action to (i) contest the validity, legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Loan Documents or any security interests and/or liens of the Senior Creditors on or in any property or assets of Borrower or any other Obligor, including without limitation, the Collateral; (ii) interfere with or in any manner oppose or support any other Person in opposing any foreclosure on or other disposition of any Collateral by the Senior Creditors in accordance with applicable law, proceedings or otherwise to contest, protest, object to or interfere with the manner in which the Senior Creditors may seek to enforce the Liens on any Collateral; (iii) provide a debtor-in-possession facility (including on a priming basis) to Borrower or any other Obligor, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or without the consent, in case a receivertheir sole discretion, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the BorrowerSenior Creditors; or (iv) exercise any rights against the Senior Creditors or the Collateral under Section 506(c) of the Bankruptcy Code. (e) Subordinated Creditor will not, its property or such other obligor or Personand hereby waives any right to, oppose, contest, object to, join in, or in case otherwise support any opposition to or objection with respect to, (i) any request or motion of the Senior Creditors seeking, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, the modification, lifting or vacating of the automatic stay of Section 362(a) of the Bankruptcy Code or from any other comparable judicial proceedings relative to the Borrower stay in connection with any Insolvency Event or other obligor upon the Notes, or to the creditors of property seeking adequate protection of the Borrower or such other obligor, Senior Creditors’ interests in the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims Senior Debt (whether under Sections 362, 363, and/or 364 of the Secured Parties Bankruptcy Code or other applicable law), and, until Senior Discharge Date, Subordinated Creditor agrees that it shall not seek relief from such automatic stay without the prior written consent of the Senior Agent; (ii) any debtor-in-possession financing (including on a priming basis) or use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code or other applicable law) arrangement by Borrower or any other Obligor, whether from the Senior Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, if the Senior Creditors, in their behalfsole discretion, consent to such debtor-in-possession financing or cash collateral arrangement, and Subordinated Creditor shall not request adequate protection (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law) or any other relief in connection therewith; and (diii) to file such proofs of claim and any sale or other papers or documents as may be necessary or advisable in order to have the claims disposition of the Collateral Agent or substantially all of the Secured Parties allowed in assets of Borrower or any judicial proceedings relative to the Borrower, its creditors other Obligor (include any such sale free and its property; and any trustee, receiver, liquidator, collateral agent or trustee clear of liens or other similar official claims) under Section 363 of the Bankruptcy Code or other applicable law if the Senior Creditors, in their sole discretion, consent to such sale or disposition; (vii) the Senior Creditors’ exercise or enforcement of its right to make an election under Section 1111(b) of the Bankruptcy Code, and Subordinated Creditor hereby waives any such proceeding is hereby authorized by each claim it may hereafter have against the Senior Creditors arising out of such Secured Parties election; (viii) the Senior Creditors’ exercise or enforcement of its right to make payments to credit bid any or all of its debt claims against Borrower or any other Obligor, including, without limitation, the Collateral Agent Senior Debt; or (ix) any plan of reorganization or liquidation if the Senior Creditors, in their sole discretion, consent to, vote in favor of, or otherwise do not oppose such plan of reorganization or liquidation, and, in the event that the Collateral Agent shall consent furtherance thereof, Subordinated Creditor hereby grants to the making Senior Creditors the right to vote Subordinated Creditor’s claim or claims (as such term is defined in the Bankruptcy Code) arising on account of payments directly or in connection with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to such Secured Parties, any plan of reorganization or liquidation to pay which Subordinated Creditor may be entitled to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence vote in any bankruptcy or willful misconductliquidation proceeding or in connection with any other Insolvency Event of Borrower or any other Obligor.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession Section 15(a) and (b) of the Borrower, its property or such other obligor or Person, or Intercreditor ---------------------- Agreement are hereby amended to state in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable their entirety as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwisefollows: (a) to file Until the US Obligations and prove the UK Obligations shall have been paid in full, any distribution of any kind made in any Insolvency Proceeding of a claim or claims for the whole amount of principal and Interest owing and unpaid in respect Loan Party on account of the NotesShared Collateral shall be allocated and distributed in accordance with the provisions of Section 3 hereof (or Section 33 hereof, all other amounts owing if that latter provision instead should be applicable) but subject to Section 9 and in the event, for whatever reason, such a distribution does not occur, the party receiving any portion of a distribution made in violation of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) but subject to Section 9 shall hold such position in trust consistent with the provisions of Section 13 hereof and shall promptly deliver such portion to the Lenders and party that should have instead received it pursuant to file Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) but subject to Section 9 to then be further distributed by such party as provided in Section 3 hereof (or Section 33 hereof, if that latter provision should be applicable) but subject to Section 9. Without limiting the generality of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) but subject to Section 9 or of any other papers provision of this Intercreditor Agreement, if, in any Insolvency Proceeding of any Loan Party, a party hereto obtains a cash or documents as may be necessary other payment in connection with any asserted or advisable determined impairment to its interest in order to have the claims any of the Shared Collateral Agent or otherwise as a form of "adequate protection" of its interest in any of the Shared Collateral, such payment shall be deemed, for purposes of this Intercreditor Agreement, to be Net Proceeds of Shared Collateral and such party shall thereupon redistribute such payment in accordance with the priority of payment set forth in Section 3 hereof (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advancesor Section 33 hereof, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined that latter provision instead should be applicable) but subject to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings;Section 9. (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes Each party may file in any election Insolvency Proceeding of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such Loan Party proofs of claim and other papers motions and pleadings with respect to its claims and liens and security interests, if and only if consistent with the terms hereof and the limitations of such party imposed hereby. Consistent with, but not in limitation of, the foregoing, each party expressly reserves: (i) its right to vote in any Insolvency Proceeding of any Loan Party; (ii) any and all of its claims or documents as may defenses in favor of or in opposition to any plan of reorganization proposed for any Loan Party in an Insolvency Proceeding; and (iii) any and all of its claims, rights, powers and/or remedies under any law governing the Loan Party that any other creditor with security interests and liens in the assets of the Loan Party would have; provided, however, each party expressly agrees that -------- ------- it shall exercise all of such claims, rights, powers, and or remedies in a manner that is consistent with the provisions of this Intercreditor Agreement and that it shall not exercise (and it shall be necessary expressly prohibited from exercising) any such claims, rights (including, without limitation, any right to vote its claim to accept or advisable reject any plan of reorganization for any Loan Party), powers, and/or remedies in order a manner that is intended to deprive or that has the likely effect of depriving other parties of the benefits of this Intercreditor Agreement (and any such exercise shall be deemed to be null and void). Each party shall have the claims right to enforce the provisions of this Intercreditor Agreement (including the provisions of this Section 15(b)) in an Insolvency Proceeding of any Loan Party. Without limiting the generality of the Collateral Agent foregoing, no party shall have the right to waive or fail to assert its claims or to support a plan of reorganization that provides for a priority of distribution that is inconsistent with the Secured Parties allowed provisions of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) but subject to Section 9 in an Insolvency Proceeding of any judicial proceedings relative to the Borrower, its creditors Loan Party and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that US Agent reasonably determines that any member of the Collateral UK Lender Group, or that the UK Agent shall consent to reasonably determines that any member of the making US Lender Group, may be on the verge of payments directly to such Secured Partiesdoing so in any Insolvency Proceeding of any Loan Party, to pay to the Collateral US Agent such amounts or the UK Agent (as the case may be) shall be sufficient deemed to cover all reasonable expenses be the assignee (and liabilities incurredthus the holder) of such claim and shall have the right to assert and vote (including pursuant to a deemed power of attorney) such claim in the Insolvency Proceeding of any Loan Party, and all advances made, by including through the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductfiling of a proof of claim therein and/or casting ballots in connection with any proposed plan of reorganization for any Loan Party."

Insolvency Proceedings. In case there shall be pending, relative to (a) Until the Borrower or any other obligor upon US Obligations and the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official UK Obligations shall have been appointed for or taken possession paid in full, any distribution of any kind made in any Insolvency Proceeding of a Loan Party on account of the BorrowerShared Collateral shall be allocated and distributed in accordance with the provisions of Section 3 hereof (or Section 33 hereof, its property if that latter provision instead should be applicable) and in the event, for whatever reason, such a distribution does not occur, the party receiving any portion of a distribution made in violation of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) shall hold such other obligor position in trust consistent with the provisions of Section 13 hereof and shall promptly deliver such portion to the party that should have instead received it pursuant to Section 3 hereof (or PersonSection 33 hereof, if that latter provision instead should be applicable) to then be further distributed by such party as provided in Section 3 hereof (or in case Section 33 hereof, if that latter provision should be applicable). Without limiting the generality of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) or of any other comparable judicial proceedings relative to the Borrower provision of this Intercreditor Agreement, if, in any Insolvency Proceeding of any Loan Party, a party hereto obtains a cash or other obligor upon the Notes, payment in connection with any asserted or determined impairment to the creditors of property its interest in any of the Borrower Shared Collateral or such other obligor, the Collateral Agent irrespective otherwise as a form of whether the principal "adequate protection" of its interest in any of the Notes Shared Collateral, such payment shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions deemed, for purposes of this SectionIntercreditor Agreement, to be Net Proceeds of Shared Collateral and such party shall be entitled and empowered but without any obligation, subject to thereupon redistribute such payment in accordance with the priority of payment set forth in Section 13.9(a), by intervention in such proceedings 3 hereof (or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advancesSection 33 hereof, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings;that latter provision instead should be applicable). (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes Each party may file in any election Insolvency Proceeding of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such Loan Party proofs of claim and other papers motions and pleadings with respect to its claims and liens and security interests, if and only if consistent with the terms hereof and the limitations of such party imposed hereby. Consistent with, but not in limitation of, the foregoing, each party expressly reserves: (i) its right to vote in any Insolvency Proceeding of any Loan Party; (ii) any and all of its claims or documents as may defenses in favor of or in opposition to any plan of reorganization proposed for any Loan Party in an Insolvency Proceeding; and (iii) any and all of its claims, rights, powers and/or remedies under any law governing the Loan Party that any other creditor with security interests and liens in the assets of the Loan Party would have; provided, however, each party expressly agrees that it shall exercise all of such claims, rights, powers, and or remedies in a manner that is consistent with the provisions of this Intercreditor Agreement and that it shall not exercise (and it shall be necessary expressly prohibited from exercising) any such claims, rights (including, without limitation, any right to vote its claim to accept or advisable reject any plan of reorganization for any Loan Party), powers, and/or remedies in order a manner that is intended to deprive or that has the likely effect of depriving other parties of the benefits of this Intercreditor Agreement (and any such exercise shall be deemed to be null and void). Each party shall have the claims right to enforce the provisions of this Intercreditor Agreement (including the provisions of this Section 15(b)) in an Insolvency Proceeding of any Loan Party. Without limiting the generality of the Collateral Agent foregoing, no party shall have the right to waive or fail to assert its claims or to support a plan of reorganization that provides for a priority of distribution that is inconsistent with the Secured Parties allowed provisions of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) in an Insolvency Proceeding of any judicial proceedings relative to the Borrower, its creditors Loan Party and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that US Agent reasonably determines that any member of the Collateral UK Lender Group, or that the UK Agent shall consent to reasonably determines that any member of the making US Lender Group, may be on the verge of payments directly to such Secured Partiesdoing so in any Insolvency Proceeding of any Loan Party, to pay to the Collateral US Agent such amounts or the UK Agent (as the case may be) shall be sufficient deemed to cover all reasonable expenses be the assignee (and liabilities incurredthus the holder) of such claim and shall have the right to assert and vote (including pursuant to a deemed power of attorney) such claim in the Insolvency Proceeding of any Loan Party, including through the filing of a proof of claim therein and/or casting ballots in connection with any proposed plan of reorganization for any Loan Party. (c) Each party hereto agrees that this Intercreditor Agreement shall be enforceable against it before, during, and all advances madeafter any Insolvency Proceeding for any Loan Party. All references to any Loan Party shall include such Loan Party as debtor in possession in any Insolvency Proceeding and any receiver, by trustee, or other estate representative for any Loan Party in any Insolvency Proceeding. Consistent with, but not in limitation of, the Collateral Agent foregoing, each party agrees and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductacknowledges that this Intercreditor Agreement constitutes a "subordination agreement" within the meaning of both Illinois law and Section 510(a) of the Bankruptcy Code.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or Without limiting any other obligor upon the Notes term or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions provision of this SectionAgreement, shall be entitled and empowered but without during any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwiseInsolvency Proceeding: (a) the Senior Creditor shall first be entitled to receive the indefeasible payment and performance in full of all of the Senior Debt and the Senior Loan Documents shall be satisfied and terminated before the Subordinated Creditor is entitled to receive any payment from the Borrower of principal or interest, whether in equity interests, cash, property or securities to which the Subordinated Creditor would, in the absence of this agreement be entitled, on the Subordinated Note or any other payment directly or indirectly arising from, out of or in connection with any of the Subordinated Debt or the Subordinated Loan Documents. (b) The Senior Creditor is hereby irrevocably authorized and empowered by the Subordinated Creditor (in its own name or in the name of the Subordinated Creditor or otherwise), but shall have no obligation, to (i) file proofs of claim and prove a to vote claims pertaining to the Subordinated Debt in any Insolvency Proceeding if the Subordinated Creditor fails to so file such proof of claim or claims vote such claim and to take such actions as it may deem necessary or advisable for the whole amount enforcement of principal the provisions of this Agreement, and Interest owing (ii) demand, xxx for, collect and unpaid receive every payment or distribution on account of the Subordinated Debt payable or deliverable in connection with such Insolvency Proceeding to be applied toward the payment in full of the Senior Debt; provided that the Senior Creditor shall have no obligation to execute, verify, deliver or file any such proof of claim, to vote such claim or to demand, or to xxx or collect such payments. In the event that the Senior Creditor votes any claim pursuant to the authority granted hereby, the Subordinated Creditor shall not change or withdraw such vote. (c) The Subordinated Creditor shall, if and when requested by the Senior Creditor, execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Creditor may reasonably request to enable the Senior Creditor or the Subordinated Creditor to enforce any and all claims in respect of the Notes, all other amounts owing to the Lenders Subordinated Debt and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property and all payments and distributions which may be payable or deliverable on at any such claims and to distribute all amounts received with time upon or in respect to the claims of any of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductSubordinated Debt.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Facility Agent) on behalf of the holders of the Notes in any election of USActive 31637433.4 -126- a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. In case there shall be pending(a) Each of the Senior Loan Agent and the Indenture Trustee agrees to file, relative in accordance with applicable law, all filings and claims required to preserve the Borrower or Master Debt under the Indenture and the Credit Agreement in any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateralformal insolvency proceeding, proceedings whether under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiverwithin the time periods required by such applicable law to preserve those debts, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession claims and rights and each of the BorrowerSenior Loan Agent, its property or the Subordinated Noteholders and the Indenture Trustee hereby irrevocably authorizes, empowers and appoints the other to (i) execute, verify, deliver and file proofs of claim upon the failure of such other obligor or Person, or in case of any other comparable judicial proceedings relative party to do so with respect to the Borrower or other obligor upon the Notesrelevant Class of Master Debt (and in any event, or prior to 3 days prior to the creditors of property expiration of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and time to file such other papers or documents as may be necessary or advisable in order to proof of claim) provided, however, that neither the Senior Loan Agent nor the Indenture Trustee shall have the claims obligation to execute, verify, deliver, and/or file any such proof of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings;claim. (b) The Indenture Trustee and the Subordinated Noteholders agree that, unless prohibited and until the Senior Debt shall have been paid in full, the Indenture Trustee and the Subordinated Noteholders, as the case may be, shall hold any and all moneys, dividends, or other assets received by Applicable Law it or any of the them in any such insolvency proceeding on account of the Subordinated Debt (a “Distribution”) in trust for the Senior Lenders and regulationspay over to the Senior Loan Agent, on behalf of the Senior Lenders (on demand made by the Senior Loan Agent), any such Distribution in the form received for application to vote the Senior Debt, except that (a) the Subordinated Noteholders may receive (i) debt securities that are subordinated to the Senior Debt (or to any debt securities issued in exchange for the Senior Debt) at least to the same extent as set forth in this Agreement or (ii) equity interest in the Debtors, and (b) to the extent that any part of the Subordinated Debt is or is deemed unsecured in an insolvency proceeding and any distribution to general unsecured creditors is made in such proceeding with the consent of the Agent) Senior Lenders or from a carve out of the Collateral, the Indenture Trustee, on behalf of the holders of the Notes in any election of a trusteeSubordinated Noteholders, a standby trustee or person performing similar functions in shall be entitled to receive and retain any such proceedings; (c) Distribution made to collect and receive any moneys unsecured creditors which would otherwise be paid or other property payable or deliverable on any such claims and to distribute all amounts received with respect over to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductSenior Lenders.

Insolvency Proceedings. In case there shall be pending(a) Upon any distribution of all or any of the assets of Hecla Mining, relative to upon the Borrower dissolution, winding up, liquidation or reorganization of Hecla Mining (whether or not in any Insolvency Proceeding), or upon an assignment for the benefit of creditors or any other obligor upon marshalling of the Notes assets and liabilities of Hecla Mining, then any payment or distribution of any Person having or claiming an ownership interest kind (whether in the Collateralcash, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency securities or other similar lawproperty) which otherwise would be payable or deliverable upon or with respect to the Subordinated Liabilities shall be paid and delivered directly to the Senior Creditor to be applied to or, at Senior Creditor's option held as collateral for, the payment or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession prepayment of the Borrower, its property or such other obligor or Person, or in case Senior Liabilities. (b) During the pendency of any other comparable judicial proceedings relative Insolvency Proceeding with respect to the Borrower or other obligor upon the NotesHecla Mining, or Subordinated Creditor shall promptly execute, deliver and file any documents and instruments which Senior Creditor may from time to the creditors time request in order to (i) file appropriate proofs of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the NotesSubordinated Liabilities in such Insolvency Proceeding, (ii) instruct any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any payment or distribution in such Insolvency Proceeding to make all other amounts owing payments which might otherwise be payable or deliverable in respect of the Subordinated Liabilities directly to the Lenders Senior Creditor, and (iii) otherwise effect the purposes of this Agreement. (c) Cumulative of the foregoing, the Subordinated Creditor hereby grants to the Senior Creditor the express power and authority (which power and authority are coupled with an interest and shall be irrevocable) to do the following until the Termination Date in the name of and on behalf of the Subordinated Creditor if the Subordinated Creditor fails to do so within 30 days after written request therefor by the Senior Creditor: (i) to file appropriate claims (whether by proofs of claim or otherwise) in any Insolvency Proceeding and to file take such other papers or documents actions in such Insolvency Proceeding as may be necessary or advisable or, in order to have the claims reasonable opinion of the Collateral Agent Senior Creditor, desirable to prevent the waiver or release of any claims for Subordinated Liabilities or to enforce the terms of this Agreement. (including any claim for reimbursement of all expenses (including the fees ii) to prosecute and expenses of counsel) enforce such claims in such Insolvency Proceeding, to initiate and liabilities incurredparticipate in other proceedings to enforce such Subordinated Liabilities, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys and all such cash or other property payable assets which may be paid on account of Subordinated Liabilities in such Insolvency Proceeding or deliverable on in any such claims and to distribute all amounts received with respect other proceeding. The Senior Creditor shall, however, have no duty to the claims Subordinated Creditor to exercise any of the Secured Parties on their behalf; and (d) to file such proofs of claim foregoing power and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurredauthority, and all advances made, by the Collateral Agent Senior Creditor may do so or decline to do so in its sole and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductabsolute discretion.

Insolvency Proceedings. In case If there shall be pendingoccur any receivership, relative insolvency, assignment for the benefit of creditors, bankruptcy (voluntary or involuntary) or reorganization (whether or not pursuant to bankruptcy or other insolvency laws), sale of all or substantially all the Borrower assets of, or the, dissolution, liquidation or any other obligor upon marshaling of the Notes assets and liabilities of, the Company (each, an “Insolvency Event”) (i) the Seller shall be entitled to receive indefeasible and irrevocable payment in full in cash and full performance and satisfaction of all Obligations (including any interest and fees thereon accruing at the contract rate after the commencement of any such proceedings or any Person having or claiming an ownership interest in the Collateral, proceedings Insolvency Event) then outstanding (other than indemnity obligations under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall Security Documents that are not then be due and payable as therein expressed or by declaration for which any events or otherwise and irrespective claims that would give rise thereto are not then pending) before Manager or any of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, its Subsidiaries or Affiliates shall be entitled and empowered but without to receive any obligationpayment or distribution, subject to Section 13.9(a)whether in cash, by intervention in such proceedings securities or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid other property, in respect of the Notes, all other any amounts owing due with respect to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have Fees at the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurredtime outstanding, and all advances(ii) any payment or distribution, if anywhether in cash, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys securities or other property payable or deliverable on any such claims and to distribute all in respect of the amounts received due under or with respect to the claims Fees shall be paid or delivered, to the extent of the Secured Parties on their behalf; and (d) unpaid balance of the Obligations, for application to file such proofs the payment thereof, directly to the Seller. In the event of claim any proceedings in connection with an Insolvency Event, Seller shall be entitled to rely upon this Agreement, which the parties acknowledge is enforceable in accordance with its terms upon the occurrence of any Insolvency Event, and other papers or documents as may be necessary or advisable in order to shall have the right to prove, as part of its claims on account of the Collateral Agent or the Secured Parties allowed Obligations, its claims hereunder in any judicial proceedings relative such proceeding, so as to the Borrower, establish its creditors rights hereunder and its property; and to receive directly from any trustee, receiver, liquidator, collateral agent or trustee or other similar official in court officer or custodian distributions of any such proceeding is hereby authorized by each sort which would otherwise be payable on account of such Secured Parties to make payments to the Seller Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductObligations.

Insolvency Proceedings. In case there shall be pendingconnection with any Insolvency Proceedings, relative the Subordinated Creditor hereby irrevocably authorizes and empowers the Lender, and irrevocably appoints the Lender the Subordinated Creditor's attorney-in-fact to, with respect to the Borrower or Subordinated Indebtedness other than with respect to any other obligor upon secured claim of the Notes or any Person having or claiming an ownership interest in Subordinated Creditors within the Collateral, proceedings under meaning of Section 506 of the Bankruptcy Code arising in connection with the Mortgage, the lien thereof, or the property encumbered thereby, (a) demand, sue for, collect and receive every payment or distribution and givx xcquittance therefor, (b) enforce claims comprising Subordinated Indebtedness in the name of the Lender, or the name of the Subordinated Creditor, by proof of debt, proof of claim, suit or otherwise; (c) collect any assets of the Company distributed, dividended or applied by way of dividend or payment, or any other applicable federal or state bankruptcysuch securities issued, insolvency or other similar lawon account of Subordinated Indebtedness and apply the same, or the proceeds of any realization upon the same, to Senior Indebtedness (whether due or not due in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official such order and manner as the Lender may elect) until all Senior Indebtedness shall have been appointed for indefeasibly paid in full in cash; (d) vote claims compromising Subordinated Indebtedness to accept or taken possession reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension, provided, however, that the foregoing shall not preclude the Subordinated Creditors from exercising any rights they may have under Section 1111(b) of the Borrower, its property Bankruptcy Code; (e) take generally any action which the Agent or the Subordinated Creditors might otherwise take; and (f) take such other obligor or Person, actions in the Lender's own name or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property name of the Borrower Agent or such other obligorthe Subordinated Creditors or otherwise, as the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed Lender may deem necessary or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant advisable to carry out the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductAgreement.

Insolvency Proceedings. In case there The Agent shall be pendinghave the right and is hereby empowered to vote the full amount of the Subordinated Debt in any insolvency or receivership proceeding, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings proceeding under the Bankruptcy Code or any other applicable federal proceeding under any bankruptcy or state bankruptcyinsolvency law or laws relating to the relief of debtors, insolvency readjustment of indebtedness, reorganizations, compositions or extensions which may be brought by or against any Company and at any meeting of creditors of any Company whether or not such meeting is held in a proceeding under any insolvency, bankruptcy or similar laws. In any of the foregoing proceedings or at any of the foregoing meetings, the Agent shall be entitled to vote the Subordinated Debt as the Agent in its sole good faith discretion shall determine without regard to the interests of anyone other than the Agent. In any of the foregoing proceedings, the Agent shall be entitled to collect and enforce the Subordinated Debt and to receive any distributions, dividends or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor payments upon the NotesSubordinated Debt by filing such claim, proof of debt or to proof of claim as appropriate in the creditors of property of proceeding, in the Borrower Agent’s name or the Subordinated Creditor’s name. The Agent and any officer or employee designated by the Agent for such other obligorpurpose is hereby constituted and appointed attorney-in-fact for the Subordinated Creditor with full power (which power, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Sectionbeing coupled with an interest, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention irrevocable so long as this Agreement is in such proceedings or otherwise: (aeffect) to file and prove a claim or claims for vote the whole amount of principal and Interest owing and unpaid Subordinated Debt in respect any of the Notes, all other amounts owing to the Lenders foregoing proceedings and at any meeting of either Company’s creditors and to file such other papers any claim, proof of debt or documents as may be necessary or advisable in order to have the claims proof of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims proceeding, and to distribute all amounts received with respect compromise, settle and to the claims give releases for any of the Secured Parties Subordinated Debt, and to endorse the Subordinated Creditor’s name upon any instruments given as a payment on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable distribution in order to have connection with the claims Subordinated Debt. Without limiting the generality of the Collateral Agent or foregoing, the Secured Parties allowed Subordinated Creditor agrees that in any judicial of the foregoing proceedings relative it shall have no right to seek relief from the Borrowerautomatic stay, its creditors and its property; and seek adequate protection, or request the marshalling of assets of any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductCompanies.

Insolvency Proceedings. In case there This Agreement shall be pendingcontinue in full force and effect after the filing by or against any Obligor of a petition under the U.S. Bankruptcy Code (the “Code”) or in the event of any other insolvency proceeding or readjustment of any or all of the debts of any Obligor including an assignment for the benefit of creditor, relative to the Borrower appointment of a receiver for any Obligor’s business or assets, a composition or arrangement, or any other obligor upon action or proceeding involving the Notes dissolution or winding up of the affairs of any Person having Obligor’s business or claiming assets (individually and collectively, an ownership interest “Insolvency Proceeding”). All references herein to any Obligor shall be deemed to apply to a trustee for such Obligor’s bankruptcy estate and to such Obligor as debtor in the Collateral, proceedings possession. If any Obligor becomes subject to a case under the Bankruptcy Code or any other applicable federal or state bankruptcyand if Lender desires to permit the use of its cash collateral and/or to provide post-petition financing to such Obligor, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative Creditor agrees as follows: adequate notice to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, Creditor shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined deemed to have been caused by its own gross negligence provided for such use of cash collateral or willful misconduct) and of each post-petition financing if Creditor receives notice as provided under applicable local rules or pursuant to an order of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received bankruptcy court with respect to a hearing on a request to approve such use of cash collateral or post-petition financing; and no objection shall be raised by Creditor to any such use of cash collateral or post-petition financing on any ground. Creditor agrees that no objection shall be raised by Creditor to any motion made by Lender and/or such Obligor (if such motion of Obligor is supported or consented to by Lender): to allow the claims sale of Collateral free and clear of all liens pursuant to §363 of the Secured Parties Code, and Creditor consents to such sale; for relief from the automatic stay under the Code to foreclose upon and sell any Collateral; or seeking adequate protection under the Code. Without Lender’s prior written consent, Creditor agrees that it will not seek to provide post-petition financing secured by liens on their behalf; and (d) to file such proofs of claim and other papers any Collateral that are pari passu or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative senior to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent liens of Lender or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductseek adequate protection.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders Secured Parties and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Administrative Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent Agent, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this SectionSection 13.6, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with at the consent direction of the Facility Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent (at the direction of the Facility Agent) to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor Obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor Obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor Obligor upon the Notes, or to the creditors of property of the Borrower or such other obligorObligor, the Collateral Agent Agent, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this SectionSection 13.6, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all reasonable and documented expenses (including the reasonable fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with at the consent direction of the Facility Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent (at the direction of the Facility Agent) to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable and documented out-of-pocket expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes Obligations or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders Secured Parties and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Facility Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent (at the direction of the Facility Agent) to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. (i) In case there connection with any Proceeding, the agreements contained in this Agreement shall remain in full force and effect and enforceable pursuant to their terms in accordance with section 510(a) of the Bankruptcy Code and such other applicable Laws of similar effect, and all references herein to any Credit Party shall be pendingdeemed to apply to such Credit Party as debtor-in-possession and to any trustee or receiver for the estate of such Credit Party. (ii) In the event and during the continuance of any Proceeding, relative the Senior Indebtedness shall have been Paid-in-Full before any payment or distribution of any character, whether in cash, securities or other property shall be made, received or accepted for or on account of any Junior Debt (in each case, other than Permitted Non-Cash Payments). In the event of any Proceeding, any payment or distribution in any such Proceeding of any kind or character (other than Permitted Non-Cash Payments), whether in cash, securities or other property that would otherwise (but for this Agreement) be payable or deliverable in respect of the Junior Debt shall be paid or delivered by the Person making such distribution or payment, whether a trustee in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee or agent, or otherwise, directly to the Borrower Senior Agent for application to payment of the Senior Indebtedness. (iii) The Junior Creditor agrees that: (A) it will raise no objection (including any objection based on lack of adequate protection) to, nor support any other Person objecting to, and will be deemed to have consented to (I) the use of any Collateral or cash collateral under section 363 of the Bankruptcy Code, or any comparable provision of any other Debtor Relief Law, and (II) any postpetition or post-filing financing provided by any Senior Creditor (or provided by any other party and consented to by the Senior Agent) under section 364 of the Bankruptcy Code, or any comparable provision of any other Debtor Relief Law, or pursuant to an order entered in any Proceeding granting a motion for interim or final authority for debtor in possession financing (“DIP Financing”); (B) adequate notice to it shall have been provided for DIP Financing if it receives written notice three (3) Business Days prior to the hearing seeking approval of such financing; and (C) to the extent the Liens securing the Senior Indebtedness are subordinated or pari passu with the Liens securing a DIP Financing, the Junior Creditor will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Collateral to (x) the Liens securing such DIP Financing (and all obligations relating thereto), (y) any adequate protection provided to the Senior Creditors in connection therewith or with the use of Collateral or cash collateral and (z) any “carve-out” for professional expenses, United States Trustee fees and other expenses agreed to by the Senior Agent. Notwithstanding anything contained in this subparagraph (iii) and subparagraph (v) hereof, in any Proceeding, in the event the Junior Creditor seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then the Junior Creditor agrees that the Senior Creditors may also be granted a senior Lien on such additional collateral as security for the Senior Indebtedness and any such DIP Financing provided by any Senior Creditor and as adequate protection for the Liens of the Senior Creditor provided that any Lien on such additional collateral securing the Junior Debt shall be subordinated to (I) the Liens on such collateral securing the Senior Indebtedness and any such DIP Financing (and all obligations relating thereto) and (II) any other Liens granted to any Senior Creditor as adequate protection on the same basis as the other Liens securing the Junior Debt are subordinated, in accordance with the terms of this Agreement, to the Liens securing the Senior Indebtedness. The Junior Creditor shall not, directly or indirectly, provide (or offer or seek to provide) a DIP Financing to any Credit Party or any of its Subsidiaries, unless such DIP Financing will result in the Payment-in-Full of the Senior Indebtedness simultaneously with the closing thereof. (iv) Without limiting the generality of the foregoing, the Junior Creditor agrees that: (a) the Senior Agent (or any agent acting on its behalf), on behalf of the Senior Creditors, may consent to the sale or disposition of any or all of the Collateral (including any Collateral subject to the adequate protection Liens of the Senior Creditors) in a Proceeding (whether such sale or disposition is to be made pursuant to section 363 of the Bankruptcy Code or pursuant to a plan of reorganization); (b) the Junior Creditor, in its capacity as a secured creditor, shall be deemed to have consented to any such sale or disposition of such Collateral and all of the terms applicable thereto so long as (i) the interests of the Junior Creditor in the Collateral (including any Collateral subject to the adequate protection Liens of the Junior Creditor) attach to the Proceeds thereof, subject to the terms of this Agreement, (ii) such motion does not impair, subject to the priorities set forth in this Agreement, the rights of the Junior Creditor under section 363(k) of the Bankruptcy Code or similar Debtor Relief Law to credit bid at such sale so long as such bid includes a cash component that results in the Payment-in-Full of the Senior Indebtedness contemporaneously with the consummation of such sale, and (iii) either (A) pursuant to court order, the Liens of the Junior Creditor attach to the net proceeds of the sale or disposition of Collateral with the same priority and validity as the Liens held by the Junior Creditor on such Collateral and the Liens remain subject to the terms of this Agreement, or (B) the net proceeds of the disposition are completely applied to the DIP Financing, any “carve-out” established as contemplated in Section 9(iii)(z) or the Senior Indebtedness to permanently reduce such obligations; (c) upon written request of the Senior Agent, the Junior Creditor shall provide affirmative consent to such sale or disposition; and (d) if requested to do so by the Senior Agent in connection with any such sale or disposition and the release of the Senior Agent’s Liens on the Collateral, the Junior Creditor shall promptly execute and deliver to the Senior Agent a release of such Person’s Liens with respect to the Collateral (but not on the proceeds thereof) to be sold or disposed. (v) In connection with any Proceeding, the Junior Creditor shall not contest (or support any other Person contesting) (a) any request by the Senior Agent (or an agent acting on its behalf) or any other obligor upon Senior Creditor for adequate protection or (b) any objection by the Notes Senior Agent (or an agent acting on its behalf) or any Person having other Senior Creditor to any motion, relief, action or proceeding based on the Senior Agent or such Senior Creditor claiming an ownership a lack of adequate protection in the Proceeding of its interest in the Collateral. Notwithstanding the foregoing provisions in this Section 9, in any Proceeding, the Junior Creditor may seek adequate protection in respect of its interest in the Collateral, proceedings under solely in the Bankruptcy Code form of a replacement Lien or any other applicable federal or state bankruptcyadditional collateral, insolvency or other similar law, or subject in such case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this SectionAgreement. If the Senior Agent or any other Senior Creditor is granted adequate protection in the form of additional collateral, then the Senior Creditors shall not object to the Junior Creditor being granted adequate protection in the form of a Lien on such additional collateral, which Lien, will be entitled and empowered but without any obligation, subject subordinated to Section 13.9(a), by intervention in such proceedings the Liens securing the Senior Indebtedness on the same basis as the other Liens securing the Junior Debt are so subordinated to the Liens securing the Senior Indebtedness under this Agreement. If the Junior Creditor seeks or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid requests adequate protection in respect of the NotesJunior Debt and such adequate protection is granted in the form of additional collateral, all other amounts owing then the Junior Creditor shall not object to the Lenders Senior Creditors also being granted a senior Lien on such additional collateral as security for the Senior Indebtedness and that any Lien on such additional collateral securing the Junior Debt shall be subordinated to file the Liens on such collateral securing the Senior Indebtedness on the same basis as the other papers or documents as may be necessary or advisable in order Liens securing the Junior Debt are so subordinated to have the claims of Liens securing the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advancesSenior Indebtedness under this Agreement. Similarly, if any, made, by the Collateral Senior Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of any other Senior Creditor is granted adequate protection in the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election form of a trusteesuperpriority claim, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect then the Senior Creditors shall not object to the claims Junior Creditor being granted adequate protection in the form of a superpriority claim, which superpriority claim will be junior in all respects to the Secured Parties on their behalf; and (d) superpriority claim granted to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Senior Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent Senior Creditor and, in the event that the Collateral Agent Junior Creditor seeks or requests adequate protection in respect of the Junior Debt and such adequate protection is granted in the form of a superpriority claim, then the Junior Creditor shall consent not object to the making of payments directly to such Secured PartiesSenior Creditors also being granted a superpriority claim, to pay which superpriority claim will be senior in all respects to the Collateral Agent superpriority claim granted to the Junior Creditor. Any claim by the Junior Creditor under section 507(b) of the Bankruptcy Code will be subordinate in right of payment to any claim of any Senior Creditor under section 507(b) of the Bankruptcy Code and any payment thereof will be deemed to be proceeds of Collateral. The Junior Creditor agrees, pursuant to section 1129(a)(9) of the Bankruptcy Code, that such amounts junior superpriority claims (including any claim arising under section 507(b) of the Bankruptcy Code) may be paid under any plan of reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims. In addition, the Junior Creditor agrees that upon the request of the Senior Agent, it shall waive a right to distribution of proceeds of (or other interest in) Avoidance Actions in respect of any claim granted to the Junior Creditor in connection with DIP Financing or cash collateral usage or otherwise arising under section 507(b) of the Bankruptcy Code. (vi) If any Senior Creditor or the Junior Creditor is required in any Proceeding or otherwise to disgorge, turnover or otherwise pay any amount to the estate of any Credit Party, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Senior Indebtedness or the Junior Debt shall be sufficient reinstated to cover all reasonable expenses the extent of such Recovery and liabilities incurreddeemed to be outstanding as if such payment had not occurred and the Senior Indebtedness or the Junior Debt, and all advances madeas applicable, by the Collateral Agent and each predecessor Collateral Agent except as determined shall be deemed not to have been caused paid. If this Agreement shall have been terminated prior to such Recovery, then this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Junior Creditor agrees that it shall not be entitled to benefit from any Avoidance Action affecting or otherwise related to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such Avoidance Action otherwise allocable to it shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (vii) If, while any Senior Indebtedness is outstanding, any Credit Party is the subject of a Proceeding, then the Junior Creditor shall file appropriate claims or proofs of claim in respect of the Junior Debt. Upon the failure of the Junior Creditor to take any such action as of the 15th day preceding the bar date therefore, the Senior Agent is hereby irrevocably authorized and empowered, but shall have no obligation, to demand, sue for, collect and receive every payment or distribution referred to in respect the Junior Debt and to file proofs of claim with respect to the Junior Debt. Notwithstanding the foregoing, neither the Senior Agent nor any other Senior Creditor shall have any right whatsoever to vote any claim that the Junior Creditor may have in such proceeding to accept or reject any plan or partial or complete liquidation, reorganization, arrangement, composition or extension; provided, that the Junior Creditor shall not propose, support or vote in favor of any plan of reorganization except to the extent constituting a permitted Debt Action. (viii) If, in any Proceeding, debt obligations of the reorganized Credit Party secured by Liens upon any property of the such Credit Party are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of Senior Indebtedness and on account of Junior Debt, then, to the extent the debt obligations distributed on account of the Senior Indebtedness and on account of the Junior Debt are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the debt obligations and the Liens securing such debt obligations (and such provisions of this Agreement will apply with respect to any amounts and Indebtedness under the Senior Loan Documents that do not constitute Senior Indebtedness). (ix) The Junior Creditor waives: (a) any claim they may now or hereafter have arising out of the Senior Creditors’ election in any Proceeding the application of section 1111(b)(2) of the Bankruptcy Code, out of any cash collateral or financing arrangement or out of any grant of security interest in the Collateral in any Proceeding; (b) any claim arising under sections 506(c) or 552 of the Bankruptcy Code; and (c) the right to, and agrees that it shall not, make an election to apply section 1111(b)(2) of the Bankruptcy Code in respect of its own negligence or willful misconductinterest in the Collateral without the consent of the Senior Agent.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent Facility Agent, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Facility Agent shall have made any demand pursuant to the provisions of this SectionSection 13.6, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Facility Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Facility Agent and each predecessor Collateral Facility Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the reasonable consent of the AgentRequired Lenders) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Facility Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Facility Agent and, in the event that the Collateral Facility Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Facility Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Facility Agent and each predecessor Collateral Facility Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. In case there (a) This Agreement is intended to constitute and shall be pending, relative deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to the Borrower or any other obligor upon Obligor shall include the Notes Borrower or such Obligor as debtor and debtor-in-possession and any receiver or trustee for the Borrower or any Person having other Obligor (as the case may [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Exhibit H-5 be) in connection with any case under the Bankruptcy Code or claiming an ownership interest in connection with any other Insolvency Event. (b) Without limiting the generality of the other provisions of this Agreement, until the Senior Discharge Date, without the express written consent of Senior Lenders, Subordinated Creditor shall not institute or commence (nor shall it join with or support any third party instituting, commencing, opposing, objecting or contesting, as the case may be, or otherwise suffer to exist), any Insolvency Event involving the Borrower or any other Obligor. (c) Senior Lenders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid its debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or consent of Subordinated Creditor. (d) Subordinated Creditor will not, and hereby waives any right to bring, join in, or otherwise support or take any action to (i) contest the validity, legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Loan Documents or any security interests and/or liens of Senior Lenders on or in any property or assets of Borrower or any other Obligor, including without limitation, the Collateral; (ii) interfere with or in any manner oppose or support any other Person in opposing any foreclosure on or other disposition of any Collateral by the Senior Lender in accordance with applicable law, proceedings or otherwise to contest, protest, object to or interfere with the manner in which Senior Lenders may seek to enforce the Liens on any Collateral; (iii) provide a debtor-in-possession facility (including on a priming basis) to the Borrower or any other Obligor, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable federal law, without the consent, in their sole discretion, of Senior Lenders; or state bankruptcy(iv) exercise any rights against Senior Lenders or the Collateral under Section 506(c) of the Bankruptcy Code. [Subordinated Creditor hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, insolvency protest, object to or interfere with the manner in which Senior Lender seeks to enforce its liens on or security interests in any Collateral.] (e) Subordinated Creditor will not, and hereby waives any right to, oppose, contest, object to, join in, or otherwise support any opposition to or objection with respect to, (i) any request or motion of Senior Lenders seeking, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, the modification, lifting or vacating of the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in connection with any Insolvency Event or seeking adequate protection of Senior Lenders’ interests in the Collateral or with respect to the Senior Debt (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other similar applicable law), and, until Senior Discharge Date, Subordinated Creditor agrees that it shall not seek relief from such automatic stay without the prior written consent of Senior Lenders; (ii) any debtor-in-possession financing (including on a priming basis) or use of cash collateral (as defined in case a receiver, assignee Section 363(a) of the Bankruptcy Code or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of other applicable law) arrangement by the Borrower, its property whether from Senior Lenders or such other obligor or Person, or in case of any other comparable judicial proceedings relative third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, if Senior Lenders, in their sole discretion, consent to such debtor-in-possession financing or cash collateral arrangement, and Subordinated Creditor shall not request adequate protection (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law) or any other relief in connection therewith; (iii) any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Borrower omitted portions. sale or other obligor upon disposition of the Notes, Collateral or to substantially all of the creditors of property assets of the Borrower or any other Obligor (include any such sale free and clear of liens or other obligorclaims) under Section 363 of the Bankruptcy Code or other applicable law if Senior Lenders, in their sole discretion, consent to such sale or disposition; (vii) Senior Lenders’ exercise or enforcement of its right to make an election under Section 1111(b) of the Bankruptcy Code, and Subordinated Creditor hereby waives any claim it may hereafter have against Senior Lenders arising out of such election; (viii) Senior Lenders’ exercise or enforcement of its right to credit bid any or all of its debt claims against the Borrower or any other Obligor, including, without limitation, the Collateral Agent irrespective Senior Debt; or (ix) any plan of whether the principal of the Notes shall then be due and payable as therein expressed reorganization or by declaration liquidation if Senior Lenders, in their sole discretion, consent to, vote in favor of, or otherwise and irrespective do not oppose such plan of whether reorganization or liquidation, and, in furtherance thereof, Subordinated Creditor hereby grants to Senior Lenders the Collateral Agent shall have made any demand pursuant right to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a vote Subordinated Creditor’s claim or claims for (as such term is defined in the whole amount Bankruptcy Code) arising on account of principal and Interest owing and unpaid or in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (connection with the consent of the Agent) on behalf of the holders of the Notes in any election of a trusteeSubordinated Debt, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received as Subordinated Creditor’s agent, with respect to the claims any plan of reorganization or liquidation to which Subordinated Creditor may be entitled to vote in any bankruptcy or liquidation proceeding or in connection with any other Insolvency Event of the Secured Parties on their behalf; and (d) to file such proofs of claim and Borrower or any other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductObligor.

Insolvency Proceedings. In Although the Subordinating Creditor retains its rights to vote its claims and otherwise act on its own behalf in any case there or proceeding related to an Event of Bankruptcy, the following provisions shall be pending, relative to the Borrower or any other obligor apply upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case occurrence of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors Event of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwiseBankruptcy: (a) Any payment or distribution of assets of Dynavax of any kind or character with respect to file and prove a claim the Subordinated Debt that occurs after any Event of Bankruptcy, whether such payment or claims distribution consists of cash, property or securities, to which the Subordinating Creditor would be entitled except for the whole amount provisions of principal and Interest owing and unpaid in respect of this Agreement shall be paid or delivered by the Notesperson or entity making such payment or distribution, all other amounts owing directly to the Lenders for application to the payment of the Senior Debt, to the extent necessary to pay the Senior Debt in full in cash after giving effect to any concurrent payment or distribution to the Lenders with respect to the Senior Debt. To facilitate the foregoing, at the request of the Lenders, the Subordinating Creditor shall authorize and direct Dynavax, or any receiver, liquidator, custodian, conservator, trustee or other entity making any payment or distribution with respect to file Dynavax or any of its assets, to make such other papers payment or documents as may be necessary distribution directly to the Lenders. (b) Without the prior written consent of the Lenders: (i) The Subordinating Creditor shall not seek or advisable in order to have request relief from the automatic stay under any provision of the Bankruptcy Code, or seek or request any adequate protection of the Subordinating Creditor’s claims under any provision of the Bankruptcy Code; and (ii) The Subordinating Creditor shall not contest, oppose, object or withhold its consent to, directly or indirectly, (A) any action by the Lender sfor adequate protection of the claims of the Collateral Agent Lenders under the Bankruptcy Code, (including B) any claim for reimbursement of all expenses (including objection filed by the fees and expenses of counsel) and liabilities incurredLenders to any motion, and all advancesrelief, action or proceeding, if anysuch objection is based (in whole or in part) on a lack of adequate protection of the claims of the Lenders, made, (C) the entry of any cash collateral order supported by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconductLenders, (D) and the entry of each any financing order involving the Lenders (whether under §364 of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee Bankruptcy Code or person performing similar functions in any such proceedings;otherwise). (c) In order to collect implement the provisions of this Agreement, upon the Lenders’ request, the Subordinating Creditor shall expressly subordinate the payment of the Subordinated Debt to the payment of all Senior Debt consisting of post-petition indebtedness under any debtor-in-possession financing provided to Dynavax by the Lenders. (d) The Subordinating Creditor shall not, directly or indirectly, take any action or vote in any way that would be inconsistent with or result in a breach of this Agreement, or challenge or contest (i) the validity or enforceability of the Senior Debt, (ii) the rights of the Lenders set forth in the Senior Debt or (iii) the validity or enforceability of any provision of this Agreement. (e) The Subordinating Creditor irrevocably authorizes and empowers the Lenders, following. any Event of Bankruptcy, to file proof of claim with respect to any Subordinated Debt held by it if the Subordinating Creditor fails to file a proof of claim prior to 30 days before the expiration of the time period during which such claim must be submitted, and to accept and receive any moneys payment or other property distribution which may be payable or deliverable at any time on any such claims and to distribute all amounts received or with respect to the Subordinated Debt until all Senior Debt has be finally paid in full in cash and satisfied. The Subordinating Creditor will provide to the Lenders all information and documents necessary to present claims and to seek to enforce the Subordinated Debt in accordance with this paragraph. (f) The obligations of the Secured Parties on their behalf; and (d) Subordinating Creditor under this Agreement shall continue to file such proofs be effective, or be reinstated, as the case may be, as to any payment in respect of claim and other papers any Senior Debt that is rescinded or documents as may must otherwise be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, returned by the Collateral Agent and each predecessor Collateral Agent except Lenders upon the occurrence or as determined to have a result of any Event of Bankruptcy, all as though such payment had not been caused by its own negligence or willful misconductmade.

Insolvency Proceedings. In case there (a) This Agreement shall be pendingapplicable both before and after the commencement, relative whether voluntary or involuntary, of any Insolvency Proceeding by or against Borrower, and all references herein to Borrower shall be deemed to apply to the fee title owner of the Property as a debtor-in-possession and to any trustee in bankruptcy for the estate of the fee title owner of the Property, as applicable. (b) In the event Senior Lender is required under any bankruptcy or other law to return to Borrower, the estate in bankruptcy thereof, any third party or any trustee, receiver or other similar representative of Borrower any payment or distribution of assets, whether in cash, property or securities, including, without limitation all or any portion of the Property or any proceeds of the Property previously received by Senior Lender on account of the Senior Mortgage or Senior Indebtedness (a “Reinstatement Distribution”), then to the maximum extent permitted by law, this Agreement and the subordination of the Subordinate Indebtedness with respect to such Property or proceeds shall be reinstated with respect to any such Reinstatement Distribution. Senior Lender shall not be required to contest its obligation to return such Reinstatement Distribution. (c) Until ninety-one (91) days following the payment in full of the Senior Indebtedness, Junior Lender hereby covenants and agrees that it will not acquiesce, petition or otherwise invoke or cause any other person to invoke the process of the United States of America, any state or other political subdivision thereof or any other obligor upon jurisdiction, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government for the Notes purpose of commencing or any Person having or claiming an ownership interest in the Collateralsustaining a case against Borrower, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of Borrower or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of Borrower. In the event of an Insolvency Proceeding, Junior Lender shall not object to or oppose any efforts by Senior Lender to obtain relief from the automatic stay under Section 362 of the United States Bankruptcy Code or to seek to cause the subject of such Insolvency Proceeding’s bankruptcy estate to abandon the Property (or any portion thereof). Junior Lender hereby absolutely, irrevocably and unconditionally assigns and sets over to Senior Lender all of Junior Lender’s rights to vote to approve or reject any plan of reorganization in respect of Borrower in any Insolvency Proceeding. Junior Lender hereby appoints Senior Lender as its agent, and grants to Senior Lender an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to Junior Lender in connection with any case by or against Borrower under the Bankruptcy Code, or any state bankruptcy insolvency or similar law, including without limitation, the right to vote to accept or in case reject a receiverplan, assignee or trustee in bankruptcy or reorganizationto file a claim, liquidator, sequestrator or similar official shall have been appointed for or taken possession to make any election under Section 1111(b) of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received Bankruptcy Code with respect to the claims Subordinate Loan Documents and to file a motion to modify the automatic stay with respect to the Subordinate Loan Documents. Junior Lender hereby agrees that, upon the request of Senior Lender, Junior Lender shall do, execute, acknowledge and deliver to Senior Lender all and every such further acts, deeds, conveyances and instruments as Senior Lender may request for the better assuring and evidencing of the Secured Parties on their behalf; and (d) to file such proofs of claim foregoing appointment and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in grant. In any such proceeding is hereby authorized Insolvency Proceeding, Junior Lender shall not, without the prior written consent of Senior Lender, propose or vote for any plan not supported by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductSenior Lender.

Insolvency Proceedings. In case If there shall occur any receivership, insolvency assignment for the benefit of creditors, bankruptcy (voluntary or involuntary), reorganization, or arrangements with creditors (whether or not pursuant to bankruptcy or other insolvency laws), sale of all or substantially all of the assets, dissolution, liquidation, or any other marshaling of the assets and liabilities of Borrower, (i) the holder(s) of Senior Indebtedness shall be pendingentitled to receive payment in full in cash of all Senior Indebtedness (including any interest thereon accruing at the contract rate after the commencement of any such proceedings, relative whether or not allowed as a claim in such proceedings) then outstanding before Lender shall be entitled to receive any payment or distribution, whether in case, securities or other property, in respect of the principal of, interest on or other amounts due with respect to this Agreement and the Notes at the time outstanding, and (ii) any payment or distribution, whether in cash, securities or other property, (other than securities of Borrower or any other obligor upon corporation provided for by a plan of reorganization or readjustment, the Notes or any Person having or claiming an ownership interest in the Collateralpayment of which is subordinated, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative at least to the Borrower or other obligor upon the Notes, or extent provided in this Section 11.18 to the creditors payment of property all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of the Borrower reorganization or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(areadjustment), by intervention in such proceedings which would otherwise (but for this Section 11.18) be payable or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid deliverable in respect of the Notes, all other amounts owing due under this Agreement and the Note(s) shall be paid or delivered directly to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims holder(s) of the Collateral Agent Senior Indebtedness (including any claim for reimbursement of all expenses (including ratably according to the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each aggregate amounts remaining unpaid on account of the other Secured Parties allowed in such proceedings; (bSenior Indebtedness held by each) unless prohibited by Applicable Law and regulations, or to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each representative for holder(s) of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductSenior Indebtedness.

Insolvency Proceedings. In case there shall be pending, relative to Upon the Borrower or any other obligor upon the Notes or any Person having or claiming occurrence of an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession Event of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwiseBankruptcy: (a) to file This Agreement shall be applicable both before and prove a claim after the commencement, whether voluntary or claims for the whole amount involuntary, of principal and Interest owing and unpaid in respect any Event of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurredBankruptcy, and all advances, if any, made, by references herein to the Collateral Agent Borrower shall be deemed to apply to the Borrower as debtor and/or debtor in possession and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each any trustee in bankruptcy for the estate of the other Secured Parties allowed in Borrower. Each of the parties hereto acknowledges and agrees that this Agreement shall be enforceable under Section 510(a) of the Bankruptcy Code. Without limiting the generality of the foregoing, this Agreement, the priorities set forth herein and the rights and obligations of the parties hereto with regard to Collateral shall be applicable to all post-petition Liens on Collateral (whether such proceedings;Liens are additional or replacement Liens)granted pursuant to any bankruptcy court order, stipulation or agreement to the same extent as if granted under the Sanwa Documents. (b) unless prohibited Sanwa and the other Senior Lenders shall be entitled to receive indefeasible payment in full in cash (or in another manner agreed to in writing by Applicable Law and regulationsthe Senior Lenders in their sole discretion) of all Sanwa Debt before any payment or distribution, whether in cash, property or securities, is made on account of or applied to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedingsSubordinated Debt; (c) The Subordinated Debt shall forthwith become due and payable, and any payment or distribution of assets of the Borrower of any kind or character that occurs after an Event of Bankruptcy, whether in cash, property or securities, to which the Subordinated Creditor would be entitled except for the provisions of this Agreement (including any payment that may be payable by reason of any other indebtedness of the Borrower being subordinated to payment of any of the Subordinated Debt), shall be paid or delivered by any debtor, debtor in possession, receiver, liquidator, custodian, conservator, trustee or other Person making such payment or distribution, directly to Sanwa for application to the payment of the Sanwa Debt remaining unpaid, to the extent necessary to indefeasibly pay in full in cash (or in another manner agreed to in writing by the Senior Lenders in their sole discretion) of all Sanwa Debt after giving effect to any concurrent payment or distribution to Sanwa and the other Senior Lenders. To facilitate the foregoing, at the request of Sanwa, the Subordinated Creditor shall authorize, empower and direct any such debtor, debtor in possession, receiver, liquidator, custodian, conservator, trustee or other Person having authority in the premises to effect all such payments and deliveries. The Subordinated Creditor also irrevocably authorizes and empowers the Senior Lenders to demand, xxx for, collect and receive every such payment or distribution described herein, such Person to make all such payments and distributions directly to the Senior Lenders; (d) The Subordinated Creditor hereby irrevocably authorizes and empowers the Senior Lenders, if the Subordinated Creditor fails to file a claim or proof of claim in any moneys case or proceeding related to an Event of Bankruptcy at least forty-five (45) calendar days prior to the date established by rule of law or order of court for such filing, to file and prove such claims on behalf of the Subordinated Creditor; (e) The Subordinated Creditor shall execute and deliver to the Senior Lenders all such further instruments and other property payable or deliverable on any documentation confirming the above authorization, and all such powers of attorney, proofs of claim and assignment of claims, and shall take all such other action, as may be reasonably requested by the Senior Lenders to enforce such claims and carry out the purposes of this SECTION 6; (f) In the event Sanwa or any other Senior Lender is required in any case or proceeding related to distribute all amounts an Event of Bankruptcy or otherwise to turn over or otherwise return to the Borrower, the estate of the Borrower or any guarantor, any third party or any trustee, receiver or other representative of the Borrower or any guarantor any payment or other amount received with respect to the claims Sanwa Debt (a "Recovery"), the obligations of the Secured Parties Subordinated Creditor under this Agreement shall continue to be effective, or be reinstated, as the case may be, and the Sanwa Debt shall be reinstated to the extent of such Recovery and Sanwa and the other Senior Lenders shall be entitled to receive payment in full in cash (or in another manner agreed to in writing by the Senior Lenders in their sole discretion) of all such amounts, all as though such payment had not been made; (g) The Subordinated Creditor shall not contest (or support any other Person contesting) (i) any request by the Senior Lenders for adequate protection in any case or proceeding related to an Event of Bankruptcy or (ii) any objection by the Senior Lenders to any motion, relief, action or proceeding in any such case or proceeding based on their behalfthe Senior Lenders claiming a lack of adequate protection; and (dh) Although, subject to file such proofs paragraph (c) above, the Subordinated Creditor has retained its rights to vote its claims and otherwise act on its own behalf in any case or proceeding related to an Event of claim and Bankruptcy, the Subordinated Creditor agrees that it will not (i) directly or indirectly, amend the Subordinated Documents or take any other papers action with respect to the Subordinated Documents or documents vote in any way in connection with an Event of Bankruptcy that would be in violation of, or inconsistent with, or result in a breach of, this Agreement or so as may be necessary to challenge or advisable contest in order a case or proceeding related to have an Event of Bankruptcy or otherwise (x) the claims validity, perfection, priority or enforceability of the Collateral Agent Sanwa Debt or the Secured Parties allowed liens, security interests, mortgages and guaranties granted to secure payment of any of the Sanwa Debt, (y) the rights of Sanwa and the other Senior Lenders set forth in any judicial proceedings relative Sanwa Document with respect to such liens, security interests, mortgages or guaranties or (z) the Borrowervalidity or enforceability of any term, its creditors and its property; and condition or provision of this Agreement, (ii) induce any trusteeother Person to take any such action or (iii) cooperate with any Person in taking any such action. Nothing herein shall be construed to prohibit the Senior Lenders from seeking, receiver, liquidator, collateral agent or trustee or other similar official in any such case or proceeding is hereby authorized by each related to an Event of such Secured Parties to make payments to Bankruptcy, a determination of the Collateral Agent andvalue of its secured claims, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Partiesincluding, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses without limitation, a determination under 11 U.S.C. Section 506(a) and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductBankruptcy Rule 3012.

Insolvency Proceedings. In case there (a) This Agreement is intended to constitute and shall be pending, relative deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to Borrower or any other obligor upon the Notes Obligor shall include Borrower or such Obligor as debtor and debtor-in-possession and any receiver or trustee for Borrower or any Person having other Obligor (as the case may be) in connection with any case under the Bankruptcy Code or claiming an ownership interest in connection with any other Insolvency Event. (b) Without limiting the generality of the other provisions of this Agreement, until the Senior Discharge Date, without the express written consent of the Senior Agent, Subordinated Creditor shall not institute or commence (nor shall it join with or support any third party instituting, commencing, opposing, objecting or contesting, as the case may be, or otherwise suffer to exist), any Insolvency Event involving Borrower or any other Obligor. (c) The Senior Creditors shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid its debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or consent of Subordinated Creditor. (d) Subordinated Creditor will not, and hereby waives any right to bring, join in, or otherwise support or take any action to (i) contest the validity, legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Loan Documents or any security interests and/or liens of the Senior Creditors on or in any property or assets of Borrower or any other Obligor, including without limitation, the Collateral; (ii) interfere with or in any manner oppose or support any other Person in opposing any foreclosure on or other disposition of any Collateral by the Senior Creditors in accordance with applicable law, proceedings or otherwise to contest, protest, object to or interfere with the manner in which the Senior Creditors may seek to enforce the Liens on any Collateral; (iii) provide a debtor-in-possession facility (including on a priming basis) to Borrower or any other Obligor, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or without the consent, in case a receivertheir sole discretion, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the BorrowerSenior Creditors; or (iv) exercise any rights against the Senior Creditors or the Collateral under Section 506(c) of the Bankruptcy Code. [Subordinated Creditor hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to or interfere with the manner in which any Senior Creditor seeks to enforce its property liens on or such other obligor or Personsecurity interests in any Collateral.] (e) Subordinated Creditor will not, and hereby waives any right to, oppose, contest, object to, join in, or in case otherwise support any opposition to or objection with respect to, (i) any request or motion of the Senior Creditors seeking, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, the modification, lifting or vacating of the automatic stay of Section 362(a) of the Bankruptcy Code or from any other comparable judicial proceedings relative to the Borrower stay in connection with any Insolvency Event or other obligor upon the Notes, or to the creditors of property seeking adequate protection of the Borrower or such other obligor, Senior Creditors’ interests in the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims Senior Debt (whether under Sections 362, 363, and/or 364 of the Secured Parties Bankruptcy Code or other applicable law), and, until Senior Discharge Date, Subordinated Creditor agrees that it shall not seek relief from such automatic stay without the prior written consent of the Senior Agent; (ii) any debtor-in-possession financing (including on a priming basis) or use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code or other applicable law) arrangement by Borrower, whether from the Senior Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, if the Senior Creditors, in their behalfsole discretion, consent to such debtor-in-possession financing or cash collateral arrangement, and Subordinated Creditor shall not request adequate protection (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law) or any other relief in connection therewith; and (diii) to file such proofs of claim and any sale or other papers or documents as may be necessary or advisable in order to have the claims disposition of the Collateral Agent or substantially all of the Secured Parties allowed in assets of Borrower or any judicial proceedings relative to the Borrower, its creditors other Obligor (include any such sale free and its property; and any trustee, receiver, liquidator, collateral agent or trustee clear of liens or other similar official claims) under Section 363 of the Bankruptcy Code or other applicable law if the Senior Creditors, in their sole discretion, consent to such sale or disposition; (vii) the Senior Creditors’ exercise or enforcement of its right to make an election under Section 1111(b) of the Bankruptcy Code, and Subordinated Creditor hereby waives any such proceeding is hereby authorized by each claim it may hereafter have against the Senior Creditors arising out of such Secured Parties election; (viii) the Senior Creditors’ exercise or enforcement of its right to make payments to credit bid any or all of its debt claims against Borrower or any other Obligor, including, without limitation, the Collateral Agent Senior Debt; or (ix) any plan of reorganization or liquidation if the Senior Creditors, in their sole discretion, consent to, vote in favor of, or otherwise do not oppose such plan of reorganization or liquidation, and, in the event that the Collateral Agent shall consent furtherance thereof, Subordinated Creditor hereby grants to the making Senior Creditors the right to vote Subordinated Creditor’s claim or claims (as such term is defined in the Bankruptcy Code) arising on account of payments directly or in connection with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to such Secured Parties, any plan of reorganization or liquidation to pay which Subordinated Creditor may be entitled to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence vote in any bankruptcy or willful misconductliquidation proceeding or in connection with any other Insolvency Event of Borrower or any other Obligor.

Insolvency Proceedings. In Upon the commencement of a case there under the ---------------------- Bankruptcy Code by or against any applicable Credit Party: (i) This Credit Agreement shall remain in full force and effect and enforceable pursuant to its terms in accordance with Section 510(a) of the Bankruptcy Code, and all references herein to such Credit Party shall be pending, relative deemed to apply to such entity as debtor in possession and to any trustee in bankruptcy for the Borrower or estate of such entity. (ii) Although each Term Loan Lender shall retain its right to vote its claims and act in any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings such case under the Bankruptcy Code (including the right to vote to accept or reject any other applicable federal plan of reorganization or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligationliquidation, subject to Section 13.9(a12.15(a)(iii)(F)), by intervention each Term Loan Lender ------------------------ agrees not take any action or vote in any way so as to contest (A) the validity or enforceability of this Credit Agreement, including, without limitation, Section 4.11(b)(iii) and this Section 12.15, (B) the validity, -------------------- ------------- priority or enforceability of the interests of the Revolving Credit Lenders' rights and interests with respect to the Collateral and (C) the relative rights and duties of the Revolving Credit Lenders and the Term Loan Lenders granted and/or established herein or in any of the Collateral Documents with respect to such proceedings or otherwise:Liens. (aiii) Prior to file the time that all Obligations owing to the Revolving Credit Lenders have been Paid In Full and prove a claim the Revolving Credit Commitments have been terminated, without the express written consent of the Majority Revolving Credit Lenders, the Term Loan Lenders (or claims for their representative) shall not (A) with respect to any rights under the whole amount of principal and Interest owing and unpaid Credit Documents, seek in respect of any part of the NotesCollateral, all other amounts owing or proceeds thereof or any Lien which may exist thereon, any relief from or modification of the automatic stay as provided in Section 362 of the Bankruptcy Code or seek or accept any form of adequate protection under either or both Sections 362 and 363 of the Bankruptcy Code with respect thereto, (B) oppose or object to the Lenders and to file such other papers Agent, the Issuing Bank or documents as may be necessary any Revolving Credit Lender obtaining a Lien or advisable grant of administrative claim in order to have the claims connection with a grant of adequate protection, use of cash collateral or post-petition financing under Sections 362, 363, or 364 of the Collateral Agent Bankruptcy Code, (including C) oppose or object to the use of cash collateral by any claim for reimbursement Credit Party, (D) oppose or object to any postpetition financing (DIP financing) provided by any of all expenses the Agent, the Issuing Bank or any Revolving Credit Lender or provided by a third party pursuant to Section 364 on terms acceptable to the Majority Revolving Credit Lenders, (including E) oppose or object to or withhold consent from the fees and expenses disposition of counselassets by any Credit Party under Section 363(b) and liabilities incurredor (f) of the Bankruptcy Code, and all advancesprovided that the -------- interest, if any, madewhich the Term Loan Lenders have in the assets shall attach to the proceeds of such disposition, by (F) oppose, object to, or vote against any plan of reorganization or disclosure statement the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and terms of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (which are consistent with the consent rights of the Agent, the Issuing Bank and the Revolving Credit Lenders under this Credit Agreement and the Credit Documents, (G) on behalf make an election pursuant to Section 1111(b) of the holders Bankruptcy Code, (H) oppose or object to the determination of the Notes extent of any interest of the Agent, the Issuing Bank or any Revolving Credit Lender in the Collateral or the value of any election claims of a trustee, a standby trustee such Persons under Section 506(a) of the Bankruptcy Code or person performing similar functions in any such proceedings; (I) oppose or object to the payment of interest and expenses as provided under Sections 506(b) and (c) of the Bankruptcy Code. (iv) The obligations of each Term Loan Lender under this Credit Agreement shall continue to collect and receive be effective, or to be reinstated, as the case may be, as to any moneys or other property payable or deliverable on payment in respect of any such claims and to distribute all amounts received with respect Obligation owing to the claims Agent, the Issuing Bank or any Revolving Credit Lender, that is rescinded or must otherwise be returned by such Person upon the occurrence or as a result of applicable provisions of the Secured Parties on their behalf; and (d) to file Bankruptcy Code, all as though such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances payment had not been made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. In case there (a) This Agreement is intended to constitute and shall be pending, relative deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. All references to Borrower or any other obligor upon the Notes Obligor shall include Borrower or such Obligor as debtor and debtor-in-possession and any receiver or trustee for Borrower or any Person having other Obligor (as the case may be) in connection with any case under the Bankruptcy Code or claiming an ownership interest in connection with any other Insolvency Event. (b) Without limiting the generality of the other provisions of this Agreement, until the Senior Discharge Date, without the express written consent of the Senior Agent, Subordinated Creditor shall not institute or commence (nor shall it join with or support any third party instituting, commencing, opposing, objecting or contesting, as the case may be, or otherwise suffer to exist), any Insolvency Event involving Borrower or any other Obligor. (c) The Senior Creditors shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid its debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or consent of Subordinated Creditor. (d) Subordinated Creditor will not, and hereby waives any right to bring, join in, or otherwise support or take any action to (i) contest the validity, legality, enforceability, perfection, priority or avoidability of any of the Senior Debt, any of the Senior Loan Documents or any security interests and/or liens of the Senior Creditors on or in any property or assets of Borrower or any other Obligor, including without limitation, the Collateral; (ii) interfere with or in any manner oppose or support any other Person in opposing any foreclosure on or other disposition of any Collateral by the Senior Creditors in accordance with applicable law, proceedings or otherwise to contest, protest, object to or interfere with the manner in which the Senior Creditors may seek to enforce the Liens on any Collateral; (iii) provide a debtor-in-possession facility (including on a priming basis) to Borrower or any other Obligor, under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or without the consent, in case a receivertheir sole discretion, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the BorrowerSenior Creditors; or (iv) exercise any rights against the Senior Creditors or the Collateral under Section 506(c) of the Bankruptcy Code. [Subordinated Creditor hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to or interfere with the manner in which any Senior Creditor seeks to enforce its property liens on or such other obligor or Personsecurity interests in any Collateral.] (e) Subordinated Creditor will not, and hereby waives any right to, oppose, contest, object to, join in, or in case otherwise support any opposition to or objection with respect to, (i) any request or motion of the Senior Creditors seeking, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, the modification, lifting or vacating of the automatic stay of Section 362(a) of the Bankruptcy Code or from any other comparable judicial proceedings relative to the Borrower stay in connection with any Insolvency Event or other obligor upon the Notes, or to the creditors of property seeking adequate protection of the Borrower or such other obligor, Senior Creditors’ interests in the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims Senior Debt (whether under Sections 362, 363, and/or 364 of the Secured Parties Bankruptcy Code or other applicable law), and, until Senior Discharge Date, Subordinated Creditor agrees that it shall not seek relief from such automatic stay without the prior written consent of the Senior Agent; (ii) any debtor-in-possession financing (including on a [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. priming basis) or use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code or other applicable law) arrangement by Borrower, whether from the Senior Creditors or any other third party under Section 362, 363 or 364 of the Bankruptcy Code or any other applicable law, if the Senior Creditors, in their behalfsole discretion, consent to such debtor-in-possession financing or cash collateral arrangement, and Subordinated Creditor shall not request adequate protection (whether under Sections 362, 363, and/or 364 of the Bankruptcy Code or other applicable law) or any other relief in connection therewith; and (diii) to file such proofs of claim and any sale or other papers or documents as may be necessary or advisable in order to have the claims disposition of the Collateral Agent or substantially all of the Secured Parties allowed in assets of Borrower or any judicial proceedings relative to the Borrower, its creditors other Obligor (include any such sale free and its property; and any trustee, receiver, liquidator, collateral agent or trustee clear of liens or other similar official claims) under Section 363 of the Bankruptcy Code or other applicable law if the Senior Creditors, in their sole discretion, consent to such sale or disposition; (vii) the Senior Creditors’ exercise or enforcement of its right to make an election under Section 1111(b) of the Bankruptcy Code, and Subordinated Creditor hereby waives any such proceeding is hereby authorized by each claim it may hereafter have against the Senior Creditors arising out of such Secured Parties election; (viii) the Senior Creditors’ exercise or enforcement of its right to make payments to credit bid any or all of its debt claims against Borrower or any other Obligor, including, without limitation, the Collateral Agent Senior Debt; or (ix) any plan of reorganization or liquidation if the Senior Creditors, in their sole discretion, consent to, vote in favor of, or otherwise do not oppose such plan of reorganization or liquidation, and, in the event that the Collateral Agent shall consent furtherance thereof, Subordinated Creditor hereby grants to the making Senior Creditors the right to vote Subordinated Creditor’s claim or claims (as such term is defined in the Bankruptcy Code) arising on account of payments directly or in connection with the Subordinated Debt, as Subordinated Creditor’s agent, with respect to such Secured Parties, any plan of reorganization or liquidation to pay which Subordinated Creditor may be entitled to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence vote in any bankruptcy or willful misconductliquidation proceeding or in connection with any other Insolvency Event of Borrower or any other Obligor.

Insolvency Proceedings. In case If there shall be pendingoccur any receivership, relative insolvency, assignment for the benefit of creditors, bankruptcy (voluntary or involuntary), reorganization, arrangement with creditors (whether or not pursuant to bankruptcy or other insolvency laws), sale of all or substantially all the Borrower assets of, or the, dissolution, liquidation or any other obligor upon marshaling of the Notes assets and liabilities of, Company or any Person having or claiming Guarantor (each, an ownership interest in “Insolvency Event”) (i) the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this SectionLender, shall be entitled to receive indefeasible and empowered but without irrevocable payment in full in cash and full performance and satisfaction of all Obligations then outstanding before Creditor or any obligationof its Subsidiaries or Affiliates shall be entitled to receive any payment or distribution, subject to Section 13.9(a)whether in cash, by intervention in such proceedings securities or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid other property, in respect of the Notes, all other any amounts owing due with respect to the Lenders Subordinated Note or Subordinated Debt at the time outstanding, (ii) Creditor hereby assigns to the Lender all rights, title, and interest of the Creditor in and to file such other papers or documents as may be necessary or advisable in order to have the Subordinated Note and Subordinated Debt and any claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions arising thereunder in any such proceedings; proceeding in connection with an Insolvency Event; and (ciii) to collect and receive any moneys payment or distribution, whether in cash, securities or other property payable or deliverable on any such claims and to distribute all in respect of the amounts received due under or with respect to the claims Subordinated Note or Subordinated Debt shall be paid or delivered, to the extent of the Secured Parties on their behalf; and (d) unpaid balance of the Obligations, for application to file such proofs the payment thereof, directly to the Lender. In the event of claim any proceedings in connection with an Insolvency Event, Lender shall be entitled to rely upon this Agreement, which the parties acknowledge is enforceable in accordance with its terms upon the occurrence of any Insolvency Event, and other papers or documents as may be necessary or advisable in order to shall have the right to prove, in addition to its claims on account of the Obligations, its claims hereunder in any such proceeding, so as to establish its rights hereunder and to receive directly from any receiver, trustee or other court officer or custodian distributions of any sort which would otherwise be payable on account of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductObligations.

Insolvency Proceedings. In case there shall be pending(a) As between the Lienholders, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, Agreement shall continue in full force and effect notwithstanding the occurrence of any Insolvency Proceeding with respect to any Credit Party and all references herein to any Credit Party shall be entitled and empowered but without any obligation, subject deemed to Section 13.9(a), by intervention include such Credit Party in such proceedings its capacity as a debtor or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid debtor in respect of the Notespossession in an Insolvency Proceeding, all other amounts owing references herein to Indebtedness of any Lienholder shall be deemed to include any Indebtedness arising on or after the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims commencement of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurredan Insolvency Proceeding, and all advances, if any, made, references herein to Collateral of any Credit Party shall be deemed to include any assets of any kind acquired by such Credit Party after the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and commencement of each of the other Secured Parties allowed in such proceedings;an Insolvency Proceeding. (b) unless prohibited by Applicable Law and regulationsIn any Insolvency Proceeding of any Foreign Subsidiary, neither the Agent nor any Lender shall (i) seek adequate protection of, or relief from the automatic stay with respect to vote its Liens (with if any) on any of the Collateral (other than any Lender Collateral) without the prior written consent of Motorola, (ii) oppose or object to any court order in such Insolvency Proceeding to the Agentextent it allows such Foreign Subsidiary to use the proceeds of any of the Collateral (other than any Lender Collateral) that is consented to by Motorola in writing or (iii) oppose or object to any post-petition financing which Motorola proposes to provide to such Foreign Subsidiary in such Insolvency Proceeding pursuant to Section 364 of the Bankruptcy Code (or other applicable law) on behalf the grounds that the Lender Liens in any of the holders Collateral (other than any Lender Collateral) will be impaired by such financing or will not be adequately protected as a result of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings;financing. (c) In any Insolvency Proceeding of any of the Borrowers, Motorola shall not oppose or object to collect any post-petition revolving credit financing which the Agent and receive the Lenders propose to provide any moneys or all of the Borrowers in such Insolvency Proceeding pursuant to Section 364 of the Bankruptcy Code (or other property payable applicable law) on the grounds that Motorola's Liens in the Collateral will be impaired by such financing or deliverable will not be adequately protected as a result of such financing; provided, that (i) such post-petition revolving credit financing complies with the terms and conditions of Section 10 of this Agreement, (ii) Motorola receives a replacement Lien in the Post-Petition Collateral to the extent of any diminution in the value of its Lien in the Pre-Petition Collateral resulting from such post-petition revolving credit financing (but any such replacement Lien granted to Motorola in the Post-Petition Collateral shall constitute a Motorola Lien for all purposes of this Agreement and shall be subject to the terms and conditions of this Agreement (including, without limitation, those relating to the priority of Liens), (iii) the Borrower(s) that are the subject of the Insolvency Proceeding reaffirm any guaranty given by it (or them) of any of the Motorola Obligations (both those arising pre-petition and those arising post-petition), and (iv) nothing in this Agreement shall restrict Motorola's ability to oppose or object to any attempt by any Borrower to assume or reject the Distribution Agreements on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductgrounds.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent Agent, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with at the consent direction of the Facility Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent (at the direction of the Facility Agent) to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, incurred by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent Agent, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this SectionSection 13.6, shall be entitled and empowered but USActive 58353885.2 without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with at the consent direction of the Facility Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent (at the direction of the Facility Agent) to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct.

Insolvency Proceedings. In case If there shall be pendingoccur any receivership, relative insolvency assignment for the benefit of creditors (whether or not pursuant to bankruptcy or other insolvency laws), sale of all or substantially all of the Borrower assets, dissolution, liquidation, or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession marshaling of the Borrowerassets and liabilities of Company, its property or such other obligor or Person, or in case (i) the holder(s) of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, Senior Indebtedness shall be entitled and empowered but without to receive payment in full in cash of all Senior Indebtedness (including any obligationinterest thereon accruing at the contract rate after the commencement of any such proceedings, subject to Section 13.9(a), by intervention whether or not allowed as a claim in such proceedings proceedings) then outstanding before Holder shall be entitled to receive any payment or otherwise: (a) to file and prove a claim distribution, whether in cash, securities or claims for the whole amount of principal and Interest owing and unpaid other property, in respect of the Notesprincipal of, all interest on or other amounts owing due with respect to this Note at the time outstanding, and (ii) any payment or distribution, whether in cash, securities or other property, (other than securities of Company or any other corporation provided for by a plan or reorganization or readjustment, the payment of which is subordinated, at least to the Lenders extent provided in this Section 6, to the payment of all Senior Indebtedness at the tie outstanding and to file such other papers or documents as may be necessary or advisable any securities issued in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in respect thereof under any such proceedings; plan of reorganization or readjustment), which would otherwise (cbut for this Section 6) to collect and receive any moneys or other property be payable or deliverable on any such claims and to distribute all in respect of the amounts received with respect due under this Note shall be paid or delivered directly to the claims holder(s) of the Secured Parties Senior Indebtedness (ratably according to the aggregate amounts remaining unpaid on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims account of the Collateral Agent Senior Indebtedness held by each) or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or a trustee or other similar official in any such proceeding is hereby authorized by each representative for holder(s) of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductSenior Indebtedness.

Insolvency Proceedings. In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent (at the written direction of the Facility Agent), irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this SectionSection 13.6, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest Yield owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings; (b) unless prohibited by Applicable Law and regulations, to vote (with at the consent direction of the Facility Agent) on behalf of the holders of the Notes in any election of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent or the Secured Parties allowed in any judicial proceedings relative to the Borrower, its creditors and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that the Collateral Agent shall consent (at the direction of the Facility Agent) to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconduct.

Insolvency Proceedings. In case there (a) Upon the occurrence of any Insolvency Proceeding, then any payment or distribution of any kind (whether in cash, securities or other property) which otherwise would be payable or deliverable upon or with respect to the Subordinated Obligations shall be pendingpaid and delivered directly to the Administrative Agent for the benefit of Senior Creditors to be applied to or, relative at the Administrative Agent’s option held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Indebtedness. (b) During the pendency of any Insolvency Proceeding with respect to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligorObligor, the Collateral Guarantor shall promptly execute, deliver and file any documents and instruments which the Administrative Agent irrespective may from time to time request in order to (i) file appropriate proofs of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed Subordinated Obligations in such proceedings; Insolvency Proceeding, (bii) unless prohibited by Applicable Law and regulationsinstruct any receiver, to vote (with the consent of the Agent) on behalf of the holders of the Notes trustee in any election of a bankruptcy, liquidating trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys agent or other property Person making any payment or distribution in such Insolvency Proceeding to make all payments which might otherwise be payable or deliverable on any such claims and to distribute all amounts received with in respect of the Subordinated Obligations directly to the claims Administrative Agent for the benefit of Senior Creditors, and (iii) otherwise effect the Secured Parties on their behalf; and (d) purposes of this Agreement. In the event that Guarantor fails to file such proofs of claim claims or give such instructions, in capacity as Guarantor under this Agreement, Guarantor hereby grants to the Administrative Agent the express power and other papers authority (which power and authority are coupled with an interest and shall be irrevocable) to do so. (c) During the pendency of any Insolvency Proceeding with respect to the Borrower or documents any Obligor, in capacity as may be necessary Guarantor under this Agreement, the Guarantor will raise no objection, contest or advisable in order oppose, pursuant to have its rights as a creditor, but without limiting its rights as the claims direct or indirect owner of equity interests of the Collateral Borrower or of the general partner of the Borrower: (i) a motion to sell or liquidate collateral securing the Indebtedness if the Administrative Agent has consented to such sale or liquidation, (ii) any request by the Senior Secured Parties for adequate protection, (iii) any objection by the Administrative Agent or the Secured Parties allowed Senior Creditors to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (iv) the payment of interest, fees, expenses or other amounts to the Senior Creditors. (d) This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of any Insolvency Proceeding. All references in this Agreement to the Borrower or any Obligor shall include such Person as a debtor-in-possession and any receiver or trustee for such Person in any judicial Insolvency Proceeding. (e) Nothing contained in this Agreement shall be construed to preclude the Guarantor from (i) filing any proof of claim in any proceedings relative relating to the Borrower, any Insolvency Proceeding or (ii) exercising its creditors and its property; and right to vote on any trustee, receiver, liquidator, collateral agent or trustee or other similar official plan of reorganization in any such proceeding is hereby authorized by each of such Secured Parties to make payments Insolvency Proceeding, subject, however, in all cases to the Collateral Agent andterms of the subordination of the right of payment of the Subordinated Obligations. (f) Nothing contained in this Section 6.7 shall be construed to preclude the Guarantor or its Subsidiaries, in its capacity as a general partner or limited partner of the event that Company, from exercising their rights as equity holders of the Collateral Agent shall consent Company or exercising their fiduciary obligations to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by Company or its own negligence or willful misconductsecurity holders.

Insolvency Proceedings. In case there shall be pending, relative to (a) Until the Borrower or any other obligor upon US Obligations and the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official UK Obligations shall have been appointed for or taken possession paid in full, any distribution of any kind made in any Insolvency Proceeding of a Loan Party on account of the BorrowerShared Collateral shall be allocated and distributed in accordance with the provisions of Section 3 hereof (or Section 33 hereof, its property if that latter provision instead should be applicable) and in the event, for whatever reason, such a distribution does not occur, the party receiving any portion of a distribution made in violation of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) shall hold such other obligor position in trust consistent with the provisions of Section 13 hereof and shall promptly deliver such portion to the party that should have instead received it pursuant to Section 3 hereof (or PersonSection 33 hereof, if that latter provision instead should be applicable) to then be further distributed by such party as provided in Section 3 hereof (or in case Section 33 hereof, if that latter provision should be applicable). Without limiting the generality of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) or of any other comparable judicial proceedings relative to the Borrower provision of this Intercreditor Agreement, if, in any Insolvency Proceeding of any Loan Party, a party hereto obtains a cash or other obligor upon the Notes, payment in connection with any asserted or determined impairment to the creditors of property its interest in any of the Borrower Shared Collateral or such other obligor, the Collateral Agent irrespective otherwise as a form of whether the principal "adequate protection" of its interest in any of the Notes Shared Collateral, such payment shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions deemed, for purposes of this SectionIntercreditor Agreement, to be Net Proceeds of Shared Collateral and such party shall be entitled and empowered but without any obligation, subject to thereupon redistribute such payment in accordance with the priority of payment set forth in Section 13.9(a), by intervention in such proceedings 3 hereof (or otherwise: (a) to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid in respect of the Notes, all other amounts owing to the Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advancesSection 33 hereof, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each of the other Secured Parties allowed in such proceedings;that latter provision instead should be applicable). (b) unless prohibited by Applicable Law and regulations, to vote (with the consent of the Agent) on behalf of the holders of the Notes Each party may file in any election Insolvency Proceeding of a trustee, a standby trustee or person performing similar functions in any such proceedings; (c) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Secured Parties on their behalf; and (d) to file such Loan Party proofs of claim and other papers motions and pleadings with respect to its claims and liens and security interests, if and only if consistent with the terms hereof and the limitations of such party imposed hereby. Consistent with, but not in limitation of, the foregoing, each party expressly reserves: (i) its right to vote in any Insolvency Proceeding of any Loan Party; (ii) any and all of its claims or documents as may defenses in favor of or in opposition to any plan of reorganization proposed for any Loan Party in an Insolvency Proceeding; and (iii) any and all of its claims, rights, powers and/or remedies under any law governing the Loan Party that any other creditor with security interests and liens in the assets of the Loan Party would have; provided, however, each party expressly agrees that -------- ------- it shall exercise all of such claims, rights, powers, and or remedies in a manner that is consistent with the provisions of this Intercreditor Agreement and that it shall not exercise (and it shall be necessary expressly prohibited from exercising) any such claims, rights (including, without limitation, any right to vote its claim to accept or advisable reject any plan of reorganization for any Loan Party), powers, and/or remedies in order a manner that is intended to deprive or that has the likely effect of depriving other parties of the benefits of this Intercreditor Agreement (and any such exercise shall be deemed to be null and void). Each party shall have the claims right to enforce the provisions of this Intercreditor Agreement (including the provisions of this Section 15(b)) in an Insolvency Proceeding of any Loan Party. Without limiting the generality of the Collateral Agent foregoing, no party shall have the right to waive or fail to assert its claims or to support a plan of reorganization that provides for a priority of distribution that is inconsistent with the Secured Parties allowed provisions of Section 3 hereof (or Section 33 hereof, if that latter provision instead should be applicable) in an Insolvency Proceeding of any judicial proceedings relative to the Borrower, its creditors Loan Party and its property; and any trustee, receiver, liquidator, collateral agent or trustee or other similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Collateral Agent and, in the event that US Agent reasonably determines that any member of the Collateral UK Lender Group, or that the UK Agent shall consent to reasonably determines that any member of the making US Lender Group, may be on the verge of payments directly to such Secured Partiesdoing so in any Insolvency Proceeding of any Loan Party, to pay to the Collateral US Agent such amounts or the UK Agent (as the case may be) shall be sufficient deemed to cover all reasonable expenses be the assignee (and liabilities incurredthus the holder) of such claim and shall have the right to assert and vote (including pursuant to a deemed power of attorney) such claim in the Insolvency Proceeding of any Loan Party, including through the filing of a proof of claim therein and/or casting ballots in connection with any proposed plan of reorganization for any Loan Party. (c) Each party hereto agrees that this Intercreditor Agreement shall be enforceable against it before, during, and all advances madeafter any Insolvency Proceeding for any Loan Party. All references to any Loan Party shall include such Loan Party as debtor in possession in any Insolvency Proceeding and any receiver, by trustee, or other estate representative for any Loan Party in any Insolvency Proceeding. Consistent with, but not in limitation of, the Collateral Agent foregoing, each party agrees and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductacknowledges that this Intercreditor Agreement constitutes a "subordination agreement" within the meaning of both Illinois law and Section 510(a) of the Bankruptcy Code.

Insolvency Proceedings. In case there shall be pending, relative to the Upon any distribution of ---------------------- properties or assets of Borrower or in any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar lawInsolvency Proceeding, or upon any payment on behalf of Borrower in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.9(a), by intervention in such proceedings or otherwiseInsolvency Proceeding: (a) The Banks shall be entitled to file and prove a claim or claims for the whole amount of principal and Interest owing and unpaid receive payment in respect full in cash of the NotesAllowed Bank Indebtedness, all other amounts owing to the Lenders and to file such other papers or documents as may provision must be necessary or advisable made for immediate payment in order to have the claims full in cash of the Collateral Agent Allowed Bank Indebtedness, before the Noteholders are entitled to receive any direct or indirect payment or distribution of properties or assets of Borrower of any kind or character (including any claim for reimbursement of all expenses (including the fees whether in cash, property or securities and expenses of counsel) and liabilities incurredby set-off or otherwise), and all advancesother than Permitted Junior Securities, if any, made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own gross negligence or willful misconduct) and of each on account of the other Secured Parties allowed in such proceedings;TCW Indebtedness. (b) unless prohibited by Applicable Law and regulationsAny direct or indirect payment or distribution of properties or assets of Borrower of any kind or character, other than a payment or distribution in the form of Permitted Junior Securities, to vote (with which the consent Noteholders would be entitled but for the provisions of the Agent) on behalf of the holders of the Notes this Agreement shall be paid by Borrower or by any liquidating trustee or agent or other Person making such payment or distribution, whether a trustee in any election of a trusteebankruptcy, a standby receiver or liquidating trustee or person performing similar functions otherwise, directly to the Banks or their representative or representatives, ratably according to the aggregate unpaid amounts of Allowed Bank Indebtedness held or represented by each, to the extent necessary to make payment in full of all Allowed Bank Indebtedness after giving effect to any such proceedings;concurrent payment or distribution to the Banks. (c) to collect and If, notwithstanding the foregoing provisions of this Section 7, any Noteholder shall receive any moneys payment or distribution of properties or assets of Borrower of any kind or character, other property payable than a payment or deliverable distribution in the form of Permitted Junior Securities, on any account of the TCW Indebtedness before all Allowed Bank Indebtedness is paid or provided for in full, then such claims payment or distribution shall be received and to distribute all amounts received with respect held in trust for and shall be paid over or delivered forthwith to the claims of Banks remaining unpaid or their representatives, to the Secured Parties on their behalf; andextent necessary to pay all Allowed Bank Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the Banks. (d) Except as provided in subsections (a), (b) and (c) of this Section 7, the Banks and the Noteholders will be entitled to file such proofs of claim freely exercise all rights and other papers or documents as may be necessary or advisable in order remedies available to have the claims of the Collateral Agent or the Secured Parties allowed them in any judicial proceedings relative Insolvency Proceeding. Furthermore, nothing in this Section 7 or any other provision of this Agreement shall be deemed or construed to the Borrower, its creditors and its property; and constitute a waiver by Agent Noteholder or any trustee, receiver, liquidator, collateral agent Noteholder of any right to vote for or trustee against or other similar official to propose any plan of reorganization in any such proceeding is hereby authorized Insolvency Proceeding, all of which are expressly reserved and retained by each of such Secured Parties to make payments to Agent Noteholder and the Collateral Agent and, in the event that the Collateral Agent shall consent to the making of payments directly to such Secured Parties, to pay to the Collateral Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Collateral Agent and each predecessor Collateral Agent except as determined to have been caused by its own negligence or willful misconductNoteholders.