Common use of Insolvency Proceedings Clause in Contracts

Insolvency Proceedings. Each Affiliated Lender, solely in its capacity as a holder of any Loans, hereby agrees that, if Borrower or any Credit Party shall be subject to any insolvency proceeding, (A) such Affiliated Lender shall not (i) vote in opposition to a plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (C) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Borrower or any Credit Party has filed for protection under any debtor relief law applicable to such Credit Party. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders as each such Person’s attorney-in-fact, with full authority in the place and stead of such Person and in the name of such Person, from time to time in the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (C)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawn.

Insolvency Proceedings. Each Affiliated Lender, solely in its capacity as a holder of Any Insolvency Proceeding shall be commenced by any Loans, hereby agrees that, if Borrower or any Credit Party shall be subject to of its Significant Subsidiaries (or any insolvency proceedinggroup of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”); an Insolvency Proceeding is commenced against any Borrower or any of its Significant Subsidiaries (Aor any group of Subsidiaries, that when taken together, would meet the definition of “Significant Subsidiary”) and any of the following events occur: such Affiliated Lender shall not (i) vote in opposition to a plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party Borrower or such Significant Subsidiary that is approved by (or any group of Subsidiaries that, when taken together, would meet the Lenders (exclusive definition of all Affiliated Lenders“Significant Subsidiary”) holding a majority consents to the institution of the outstanding principal amount Insolvency Proceeding against it, the petition commencing the Insolvency Proceeding is not timely controverted by such Borrower or such Significant Subsidiary (or any group of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”), the petition commencing the Insolvency Proceeding is not dismissed within sixty (60) days after the date of the Loans filing thereof (exclusive of Loans held by Affiliated Lenders) hereunderprovided that, unless such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders event, during the pendency of an insolvency proceeding (includingany such period, without limitation, voting on any plan Lenders shall be relieved from their obligation to make Loans or otherwise extend credit to or for the benefit of reorganizationBorrowers hereunder), a trustee or receiver (on an interim or permanent basis) or similar official is appointed to take possession of all or a substantial portion of the Loans held by Properties of such Affiliated Lender Borrower or such Significant Subsidiary (and or any claim with respect theretogroup of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”) or to operate all or any substantial portion of the business of such Borrower or such Significant Subsidiary (or any group of Subsidiaries that, when taken together, would meet the definition of “Significant Subsidiary”) or an order for relief shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated have been issued or entered in connection with the exercise of such right Insolvency Proceeding; or taking of such action on substantially the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (C) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Borrower or any Credit Party has filed for protection under of its Significant Subsidiaries (or any debtor relief law applicable to such Credit Party. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders as each such Person’s attorney-in-factgroup of Subsidiaries that, with full authority in when taken together, would meet the place and stead definition of such Person and in the name of such Person, from time to time in the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (C)“Significant Subsidiary”) shall constitute a violation make an offer of this Agreement, and the Administrative Agent shall be entitled settlement extension or composition to have any such vote withdrawnits unsecured creditors generally.

Insolvency Proceedings. Each Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender, solely in its capacity as a holder of any Loans, Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any Credit other Loan Party shall be subject at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any insolvency proceedingmanner in the Administrative Agent’s sole discretion, (A) unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall not (i) 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 opposition to a accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless extent any such plan of reorganization proposes to treat the any Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable in any material respect to such Affiliated Lender than the proposed treatment of the similar Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority Affiliates of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other LendersBorrower. For the avoidance of doubt, the The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this clause (CSection 10.07(j) and the related provisions set forth in each Affiliated Lender 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 the Borrower or any Credit Party Restricted Subsidiary has filed for protection under any debtor law relating to bankruptcy, insolvency or reorganization or relief law of debtors applicable to the Borrower or such Credit PartyRestricted Subsidiary, as applicable. The Each Affiliated Lender hereby irrevocably appoints the Administrative Agent is hereby appointed (such appointment being coupled with an interest) by as such Affiliated Lenders as each such PersonLender’s attorney-in-fact, with full authority in the place and stead of such Person Affiliated Lender and in the name of such PersonAffiliated Lender (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 Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote on behalf of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely set forth in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (CSection 10.07(j)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawn.

Insolvency Proceedings. Each Affiliated Lender, solely in its capacity as a holder of any Loans, hereby agrees that, if Borrower or any Credit Party shall be subject to any insolvency proceeding, (Aa) such Affiliated Lender shall not (i) vote in opposition to a plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved by In the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (C) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Borrower or any Credit Party has filed for protection under any debtor relief law applicable to such Credit Party. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders as each such Person’s attorney-in-fact, with full authority in the place and stead of such Person and in the name of such Person, from time to time in the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument event that the Administrative Agent (has received a certified copy of an order of an appropriate court that any Scheduled Payment on a Loan has been voided in whole or in part as directed by a preference payment under applicable moratorium of debts, bankruptcy, insolvency or similar law, the Requisite Lenders (other than Administrative Agent shall so notify the Affiliated Lenders)) may deem reasonably necessary to carry out Insurer, shall comply with the provisions of this clause the Senior Facility Insurance Policy to obtain payment by the Insurer of such voided Scheduled Payment, and shall, at the time it provides notice to the Insurer, notify the Lenders that, in the event that any such Lender's Scheduled Payment is so recovered, the Insurer will be entitled to payment pursuant to the terms of the Senior Facility Insurance Policy, a copy of which shall be made available through the Administrative Agent or the Insurer, and the Administrative Agent shall furnish to the Insurer or its fiscal agent its records evidencing the payments of principal of and interest on the Loans, if any, which have been made by the Administrative Agent and subsequently recovered from Lenders, and the dates on which such payments were made. (C)b) The Administrative Agent shall promptly notify the Insurer of either of the following as to which it has actual knowledge: (i) the commencement of any proceeding by or against the Borrower commenced under applicable moratorium of debts, bankruptcy, insolvency or similar law (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 the Scheduled Payments. Each Lender by making its Commitment hereunder and the Administrative Agent hereby agree that so long as the Insurer is the Controlling Class, the 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 ensure that any vote Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim at the expense of the Insurer but subject to reimbursement as provided in the Senior Facility Insurance Agreement and (iii) the posting of any surety, supersedes or performance bond pending any such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per aboveappeal. Without limiting the generality In addition, and without limitation of the foregoing, each Affiliated Lenderas set forth in Section 9.28(a), solely in its capacity the Insurer, as a Lenderprovider of the Senior Facility Insurance Policy, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (C)) shall constitute a violation of this Agreementbe subrogated to, and each Lender hereby delegates and assigns, to the Administrative Agent shall be entitled fullest extent permitted by law, the rights of each Lender in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to have an adversary proceeding action with respect to any court order issued in connection with any such vote withdrawnInsolvency Proceeding.

Insolvency Proceedings. Each Affiliated Lender, solely in its capacity as a holder Immediately upon the occurrence and during the continuance of any Loans, hereby agrees that, if Borrower corporate action of the Company or any Credit Party shall be subject to any insolvency proceeding, (A) such Affiliated Lender shall not legal proceedings or other procedure or step in respect of the Company in relation to: (i) vote in opposition to the suspension of payments or a plan moratorium of reorganization (pursuant to 11 U.S.C. §1126) any indebtedness by reason of Borrower, such Credit Party actual or such Subsidiary that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders or anticipated financial difficulties; (ii) vote in favor an order for winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise); (iii) a composition, compromise, assignment or arrangement with its creditors as a whole or any creditor holding all or a material portion of its indebtedness; (iv) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer; or (v) enforcement of any such plan security over any assets, or reorganization of such Credit Party that has not been approved by Lenders any analogous procedure or step is taken in any jurisdiction, in each case other than any frivolous or vexatious action, proceedings or step or any order or appointment which is being contested in good faith or is discharged, stayed or dismissed (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (includingcollectively, without limitation, voting on any plan of reorganization“Insolvency Proceedings”), if any Founder Indebtedness remains outstanding, the Loans held by such Affiliated Lender (and any claim with respect thereto) Founder Investor De-Minimis Put Option shall be deemed to be voted have been exercised (and shall become immediately due and payable, with no regard to the time periods specified in accordance with clause (i)(iii)(BSection 6.02(b) above) in respect of a Put Sale for an aggregate purchase price equal to the outstanding amount of Founder Indebtedness, so long as provided that such Affiliated Lender is treated amount shall not exceed (x) the aggregate purchase price that would have been payable by the Company in connection with respect Put Sales pursuant to the Founder Investor De-Minimis Put Option for three (3) calendar years had such Founder Investor De-Minimis Put Option been exercised in full during such period minus (y) the aggregate purchase price that has actually been paid by the Company in respect of Put Sales pursuant to any exercise of such right or taking of such action on substantially the same or better terms as the other LendersFounder Investor De-Minimis Put Option. For the avoidance of doubt, Insolvency Proceedings shall include the Lenders and each Affiliated Lender agree and acknowledge that filing of an involuntary proceeding in a court of competent jurisdiction in the provisions set forth in this clause US seeking relief under the United States Bankruptcy Code of 1978 (C) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) Title 11 of the United States Code), any other applicable United States federal or state bankruptcy law (collectively, “US Bankruptcy Code, and, as such, would Law”) in respect of the Company or an order or decree approving or ordering any of the foregoing shall be enforceable for all purposes in entered or the Company shall consent to the institution of any case where Borrower such involuntary proceeding or the filing of a voluntary petition by any Credit Party has filed for protection obligor or security provider under any debtor relief law applicable to such Credit PartyUS Bankruptcy Law. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders as each such Person’s attorney-in-fact, with full authority in the place and stead of such Person and in the name of such Person, from time to time in the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C)Section 6.12 shall not apply to any frivolous or vexatious action, includingproceeding or step or any order or appointment which is being contested in good faith or is discharged, without limitation, to ensure that any vote of such Affiliated Lender is withdrawn stayed or otherwise not counted unless otherwise entitled to vote as per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (C)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawndismissed.

Insolvency Proceedings. Each Affiliated LenderNotwithstanding anything in this Agreement or the other Loan Documents to the contrary, solely in its capacity as a holder of any Loans, each Disqualified Lxxxxx hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any Credit other Loan Party shall be subject at a time when such Lender is a Disqualified Lender, such Disqualified Lxxxxx irrevocably agrees (i) not to vote in any insolvency such proceeding, (Aii) if such Affiliated Lender Disqualified Lxxxxx does vote in such proceeding notwithstanding the restriction in the foregoing clause (i), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not (i) vote be counted in opposition to a plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, determining whether the applicable class has accepted or rejected such Credit Party or such Subsidiary that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted Bankruptcy Plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and (iii) not to contest any request by any party for a determination by a court of competent jurisdiction effectuating the foregoing clause (i)(iii)(Bii). Each Disqualified Lxxxxx hereby irrevocably appoints the Administrative Agent (such appointment being couple with an interest) above, so long as such Affiliated Lender is treated Disqualified Lxxxxx’s attorney-in-fact, with full authority in connection with the exercise place and stead of such right or taking Disqualified Lxxxxx and in the name of such Disqualified Lender, from time to time in the Administrative Agent’s discretion to take any action and execute any instrument that the Administrative Agent may deem reasonably necessary or appropriate to carry out the provisions of this Section, including to ensure that any vote of such Disqualified Lxxxxx’s on substantially the same any proceeding is withdrawn or better terms as the other Lendersotherwise not counted. For the avoidance of doubt, the The Lenders and each Affiliated Disqualified Lender agree and acknowledge that the provisions set forth in this clause (Cg) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, Code and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or of any Credit Party Restricted Subsidiary has filed for protection under any debtor law relating to bankruptcy, insolvency or reorganization or relief law of debtors applicable to Holdings, the Borrower or such Credit Party. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders Restricted Subsidiary, as each such Person’s attorney-in-fact, with full authority in the place and stead of such Person and in the name of such Person, from time to time in the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (C)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawnapplicable.

Insolvency Proceedings. Each Affiliated Lender, solely in its capacity as a holder of any Loans, hereby agrees that, if Borrower or any Credit Party shall be subject to any insolvency proceeding, (A) such Affiliated Lender shall not (i) vote in opposition to a plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders Xxxxxxx (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (C) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Borrower or any Credit Party has filed for protection under any debtor relief law applicable to such Credit Party. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders as each such Person’s attorney-in-fact, with full authority in the place and stead of such Person and in the name of such Person, from time to time in the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (C)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawn.

Insolvency Proceedings. Each Affiliated LenderNotwithstanding anything in this Agreement or the other Loan Documents to the contrary, solely in its capacity as a holder of any Loans, each Disqualified Institution hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any Credit other Loan Party shall be subject at a time when such Lender is a Disqualified Institution, such Disqualified Institution irrevocably agrees (i) not to vote in any insolvency such proceeding, (Aii) if such Affiliated Lender Disqualified Institution does vote in such proceeding notwithstanding the restriction in the foregoing clause (i), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not (i) vote be counted in opposition to a determining whether the applicable class has accepted or rejected such bankruptcy plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and (iii) not to contest any request by any party for a determination by a court of competent jurisdiction effectuating the foregoing clause (i)(iii)(Bii). Each Disqualified Institution hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) above, so long as such Affiliated Lender is treated Disqualified Institution’s attorney-in-fact, with full authority in connection with the exercise place and stead of such right or taking Disqualified Institution and in the name of such Disqualified Institution, from time to time in the Administrative Agent’s discretion to take any action and execute any instrument that the Administrative Agent may deem reasonably necessary or appropriate to carry out the provisions of this Section, including to ensure that any vote of such Disqualified Institution on substantially the same any proceeding is withdrawn or better terms as the other Lendersotherwise not counted. For the avoidance of doubt, the The Lenders and each Affiliated Lender Disqualified Institution agree and acknowledge that the provisions set forth in this clause (Cf) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, Code and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Credit Party Restricted Subsidiary has filed for protection under any debtor law relating to bankruptcy, insolvency or reorganization or relief law of debtors applicable to Holdings, the Borrower or such Credit PartyRestricted Subsidiary, as applicable. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders Algonquin 000 Xxxxx Xxxxx, Xxxxxxxxx, XX 00000 XxXxxxx Bloomington South 0000 Xxxx 00xx Xxxxxx, Xxxxxxxxxxx, XX 00000 Xxxxxxxx Boca Raton 0000 X Xxxxxx Xxxx #0, Xxxx Xxxxx, XX 00000 Xxxx Xxxxx Castle Creek 0000 Xxxxxx Xxxxx Xxxxxxx Xxxx Xxxxx, Xxxxxxxxxxxx, XX 00000 Xxxxxx Champions 0000 Xxxxxxxxxxx Xxxx, Xxxxxxx, XX 00000 Xxxxxx Xxxxxx Creek 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000 Xxxxxxxx City Centre Houston 000 Xxxx & Xxxxxxx Xxxx, Xxxxxxx, XX 00000 Xxxxxx Corporate Office Building 0 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000 Xxxxxx Xxxxx 0000 Xxxxxx Xxxxxx Drive, Xxxxx, MN 55122 Dakota Eden Prairie 000 Xxxxxxx Xxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000 Xxxxxxxx Flower Mound 0000 Xxxxxxxxx Xxxxx, Flower Mound, TX 75022 Xxxxxx Xxxxxxx 0000 Xxxx Xxxxx Xxxx Drive, Xxxxxxx, MN 55432 Anoka Garland 0000 Xxxxxx Xxxxxx Xxxx., Xxxxxxx, XX 00000 Xxxxxx Xxxxx Valley 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, NV 89074 Xxxxx Highland Park Office Building 0000 -0000 Xxxx Xxxxxxx, Xx. Xxxx, MN 55116 Ramsey Kingwood 00000 Xxxx Xxxx Xxxxxxx Xxxx, Xxxxxx, XX 00000 Xxxxxx Life Time Athletic Centennial - Tennis Addition 0000 X Xxx Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 Xxxxxxxx Life Time Athletic Plano - Tennis Addition 0000 Xxxxxxx Xxxx, Xxxxx, XX 00000 Collin Maple Grove 00000 00xx Xxx. N, Maple Grove, MN 55369 Hennepin Minnetonka 0000 Xxxxxx Xxxx 000 Xxxxx, Xxxxxxxxxx, XX 00000 Xxxxxxxx Novi 00000 Xxxx Xxxxxx Xxxxxxxxx, Xxxx, XX 00000 Xxxxxxx Old Orchard 0000 Xxx Xxxxxxx Xxxx, Xxxxxx, XX 00000 Cook Overland Park 0000 Xxxx 000xx Xxxxxx, Xxxxxxxx Xxxx, XX 00000 Xxxxxxx Xxxxxx Township 00000 Xxxxxxxx Xxxx. N, Shelby Township, MI 48315 Macomb Tempe 0000 Xxxx Xxxx Xxxxx, Tempe, AZ 85284 Maricopa White Bear Lake 0000 Xxxxx Xxxx Xxxxxxx, Xxxxx Xxxx Xxxx, XX 00000 Xxxxxx Rancho San Clemente 000 Xxxxxxx Xxxxx Xxxxxxx, Xxx Xxxxxxxx, XX 00000 Xxxxxx * * * * * 1. Security Agreement, to be dated as each such Person’s attorney-in-fact, with full authority in of the place and stead of such Person and in the name of such Person, from time to time in the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action Closing Date and to execute any instrument that be by and among the Initial Borrower, Holdings, the other Loan Parties party thereto and the Collateral Agent. 2. Guaranty, to be dated as of the Closing Date and to be by and among Holdings, the Initial Borrower, the other Loan Parties party thereto and the Collateral Agent. 3. Intercompany Subordination Agreement, to be dated as of the Closing Date and to be by and among the Initial Borrower, Holdings, the Administrative Agent (and the other parties party thereto. 4. Perfection Certificate, to be dated as directed of the Closing Date and to be executed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (C)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawnInitial Borrower.

Insolvency Proceedings. Each Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender, solely in its capacity as a holder of any Loans, Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any Credit other Loan Party shall be subject at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any insolvency proceedingmanner in the Administrative Agent’s sole discretion, (A) unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall not (i) 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 opposition to a accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization (pursuant or arrangement or proposal to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless extent any such plan of reorganization or arrangement or proposal proposes to treat the any Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable in any material respect to such Affiliated Lender than the proposed treatment of the similar Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority Affiliates of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other LendersBorrower. For the avoidance of doubt, the The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this clause (CSection 10.07(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 Bankruptcy CodeCode or any other applicable Debtor Relief Law, and, as such, would be enforceable for all purposes in any case where the Borrower or any Credit Party Restricted Subsidiary has filed for protection under any debtor law relating to bankruptcy, insolvency, arrangement, receivership or reorganization or relief law of debtors applicable to the Borrower or such Credit PartyRestricted Subsidiary, as applicable. The Each Affiliated Lender hereby irrevocably appoints the Administrative Agent is hereby appointed (such appointment being coupled with an interest) by as such Affiliated Lenders as each such PersonLender’s attorney-in-fact, with full authority in the place and stead of such Person Affiliated Lender and in the name of such PersonAffiliated Lender (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 Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote on behalf of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely set forth in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (CSection 10.07(j)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawn.

Insolvency Proceedings. Each Affiliated In the event of any Insolvency ---------------------- Proceeding of Debtor, then, and irrespective of the treatment, validity or priority of the Senior Indebtedness or the Subordinated Indebtedness: (a) Senior Lender shall be entitled to receive payment in full in cash of all amounts due on or in respect of the Senior Indebtedness before Subordinated Lender is entitled to receive any payment or distribution on or in respect of the Subordinated Obligations. (b) Any payment or distribution of assets of Debtor of any kind or character, whether in cash, property or securities, by setoff or otherwise, to which Subordinated Lender would be entitled (including any payment or distribution in respect of the Subordinated Indebtedness by reason of any other indebtedness of Debtor being subordinated to the Subordinated Indebtedness) but for the provisions of this Section 11, shall be paid by Debtor or any other ---------- Person making such payment or distribution, whether a debtor in possession, trustee in bankruptcy, receiver, custodian, conservator, or otherwise, directly to Senior Lender, solely to the extent necessary to make payment in its capacity as a holder full, in cash, of the Senior Indebtedness remaining unpaid, after giving effect to any Loansconcurrent payment or distribution to or for the benefit of Senior Lender, hereby agrees thatand Senior Lender shall be entitled to demand, if Borrower xxx for, collect and receive every such payment or distribution. Subordinated Lender irrevocably authorizes, empowers and directs all trustees, receivers, custodians, conservators or any Credit Party shall be subject other Persons having authority over the property to any insolvency proceeding, effect all such payments and deliveries to Senior Lender. (Ac) such Affiliated Subordinated Lender shall not (i) vote file all claims it may have against Debtor, and shall direct the debtor in opposition possession or trustee in bankruptcy, as appropriate, to a plan pay over to Senior Lender all amounts due to Subordinated Lender on account of reorganization (pursuant the Subordinated Indebtedness owed to 11 U.S.C. §1126) of Borrower, it until the Senior Indebtedness has been fully and finally paid and satisfied in cash. If Subordinated Lender fails to file such Credit Party or such Subsidiary claims by the date that is approved by 15 Business Days prior to the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunderlast day on which such claims may be timely filed, unless then Senior Lender may file such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (C) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Borrower or any Credit Party has filed for protection under any debtor relief law applicable to such Credit Party. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders as each such Person’s attorney-in-fact, with full authority in the place and stead of such Person and in the name of and on behalf of such Person, from Subordinated Lender (but only if Senior Lender has given Subordinated Lender five Business Days' written notice thereof and Subordinated Lender does not make such filings prior to the end of such five Business Day period). Subordinated Lender may vote its claims with respect to the Subordinated Indebtedness in connection with any plan of reorganization or composition in any Insolvency Proceeding of Debtor. If Subordinated Lender fails to vote its claims with respect to the Subordinated Indebtedness in connection with any plan of reorganization or composition in any Insolvency Proceeding of Debtor within 15 Business Days before the expiration of the time to time in vote such claims, then Senior Lender shall have the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled right to vote as per above. Without limiting the generality such claims of the foregoing, each Affiliated Subordinated Lender, solely in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (C)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawn.

Insolvency Proceedings. Each Affiliated LenderIn case there shall be pending, solely in its capacity as a holder of any Loans, hereby agrees that, if relative to the Borrower or any Credit Party 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 on the part of such former Agent or any of the parties to this Agreement. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be subject to any insolvency proceedingagreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (A) such Affiliated Lender but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth in this Agreement. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. With effect from the Resignation Effective Date (i) vote the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents and (ii) except for any indemnity payments owed to the retiring Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender Agent directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent (other than liabilities of such retiring or removed Agent arising from or related to acts or omissions of such Agent prior to such acceptance and other than any rights to indemnity payments owed to the retiring or removed Agent), and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Transaction Documents. Any Lender Agent may resign as Lender Agent upon ten days’ notice to the Lenders in opposition its Lender Group and the Agent (with a copy to the Borrower) with such resignation becoming effective upon a plan successor agent succeeding to the rights, powers and duties of reorganization (the Lender Agent pursuant to 11 U.S.C. §1126) of Borrowerthis Section 14.8. If a Lender Agent shall resign as Lender Agent under this Agreement, such Credit Party or such Subsidiary that is approved by the then Lenders (exclusive of all Affiliated Lenders) in its Lender Group holding a majority greater than 50% of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and Group shall appoint a successor agent for such Lender Group. After any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (C) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Borrower or any Credit Party has filed for protection under any debtor relief law applicable to such Credit Party. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders as each such Person’s attorney-in-fact, with full authority in the place and stead of such Person and in the name of such Person, from time to time in the Administrative Note Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out resignation hereunder, the provisions of this clause (C), including, without limitation, Article XIV shall inure to ensure that its benefit as to any vote actions taken or omitted to be taken by it while it was a Note Agent under this Agreement. No resignation of any Lender Agent shall become effective until a successor Lender Agent shall have assumed the responsibilities and obligations of such Affiliated Lender Agent hereunder; provided, that in the event a successor Lxxxxx Agent is withdrawn or otherwise not counted unless otherwise entitled to vote appointed within 60 days after such notice of its resignation is given as per above. Without limiting permitted by this Section 14.8, the generality of the foregoing, each Affiliated Lender, solely in applicable Lender Agent may petition a court for its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (C)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawnremoval.

Insolvency Proceedings. Each Affiliated Lender(a) In the event that the Indenture Trustee, solely or the Bond Administrator on behalf of the Indenture Trustee, has received a certified copy of an order of the appropriate court that any scheduled payment of principal of or interest on a Class A Bond has been voided in its capacity whole or in part as a holder preference payment under applicable bankruptcy law, the Indenture Trustee, or the Bond Administrator on behalf of any Loansthe Indenture Trustee, hereby agrees shall so notify the Bond Insurer, shall comply with the provisions of the Bond Insurance Policy to obtain payment by the Bond Insurer of such voided scheduled payment, and shall, at the time it provides notice to the Bond Insurer, notify, by mail to Holders of the Class A Bonds that, if Borrower or in the event that any Credit Party Holder's scheduled payment is so recovered, such Holder will be entitled to payment pursuant to the terms of the Bond Insurance Policy, a copy of which shall be subject made available through the Indenture Trustee, the Bond Insurer or the Fiscal Agent, if any, and the Indenture Trustee shall furnish to any insolvency proceedingthe Bond Insurer or its Fiscal Agent, if any, its records evidencing the payments of principal of and interest on the Class A Bonds, if any, which have been made by the Indenture Trustee and subsequently recovered from Holders, and the dates on which such payments were made. (Ab) such Affiliated Lender The Indenture Trustee shall not promptly notify the Bond Insurer of either of the following as to which it has actual knowledge: (i) vote in opposition to a plan the commencement of reorganization any proceeding by or against the Issuer commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (pursuant to 11 U.S.C. §1126an "Insolvency Proceeding") of Borrower, such Credit Party or such Subsidiary that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders or and (ii) vote in favor the making of any such plan claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any payment of principal of, or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization)interest on, the Loans held Class A Bonds. Each Holder, by such Affiliated Lender (its purchase of Bonds, and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) abovethe Indenture Trustee hereby agree that, so long as such Affiliated Lender is treated in connection with a the exercise of such right or taking of such action on substantially the same or better terms as the other Lenders. For the avoidance of doubtBond Insurer Default shall not have occurred and be continuing, the Lenders and each Affiliated Lender agree and acknowledge that Bond Insurer may at any time during the provisions set forth in this clause (C) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) continuation of the Bankruptcy Code, and, as such, would be enforceable for an Insolvency Proceeding direct all purposes in any case where Borrower or any Credit Party has filed for protection under any debtor relief law applicable matters relating to such Credit Party. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders as each such Person’s attorney-in-fact, with full authority in the place and stead of such Person and in the name of such Person, from time to time in the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C)Insolvency Proceeding, including, without limitation, (i) all matters relating to ensure that any vote Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim at the expense of the Bond Insurer but subject to reimbursement as provided in the Insurance Agreement and (iii) the posting of any surety, supersedeas or performance bond pending any such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per aboveappeal. Without limiting the generality In addition, and without limitation of the foregoing, as set forth in Section 4.12, the Bond Insurer shall be subrogated to, and each Affiliated LenderHolder and the Indenture Trustee hereby delegate and assign, solely to the fullest extent permitted by law the rights of the Indenture Trustee and each Holder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding. (c) The Indenture Trustee shall furnish to the Bond Insurer or its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention Fiscal Agent its records evidencing the Scheduled Payments of this clause (C)) shall constitute a violation principal of this Agreementand interest on the Class A Bonds which have been made by the Indenture Trustee and subsequently recovered from Bondholders, and the Administrative Agent shall be entitled to have any dates on which such vote withdrawnpayments were made.

Insolvency Proceedings. Each Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender, solely in its capacity as a holder of any Loans, Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any Credit other Loan Party shall be subject at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any insolvency proceedingmanner in the Administrative Agent’s sole discretion, (A) unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall not (i) 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 opposition to a accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless extent any such plan of reorganization proposes to treat the any Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable in any material respect to such Affiliated Lender than the proposed treatment of the similar Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority Affiliates of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other LendersBorrower. For the avoidance of doubt, the The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this clause (CSection 10.07(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 the Borrower or any Credit Party Restricted Subsidiary has filed for protection under any debtor law relating to bankruptcy, insolvency or reorganization or relief law of debtors applicable to the Borrower or such Credit PartyRestricted Subsidiary, as applicable. The Each Affiliated Lender hereby irrevocably appoints the Administrative Agent is hereby appointed (such appointment being coupled with an interest) by as such Affiliated Lenders as each such PersonLender’s attorney-in-fact, with full authority in the place and stead of such Person Affiliated Lender and in the name of such PersonAffiliated Lender (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 Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote on behalf of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely set forth in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (CSection 10.07(j)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawn.

Insolvency Proceedings. Each Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender, solely in its capacity as a holder of any Loans, Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any Credit other Loan Party shall be subject at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any insolvency proceedingmanner in the Administrative Agent’s sole discretion, (A) unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall not (i) 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 opposition to a accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless extent any such plan of reorganization proposes to treat the any Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable in any material respect to such Affiliated Lender than the proposed treatment of the similar Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority Affiliates of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other LendersBorrower. For the avoidance of doubt, the The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this clause (CSection 11.07(k) 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 Credit Party Restricted Subsidiary has filed for protection under any debtor law relating to bankruptcy, insolvency or reorganization or relief law of debtors applicable to Holdings, the Borrower or such Credit PartyRestricted Subsidiary, as applicable. The Each Affiliated Lender hereby irrevocably appoints the Administrative Agent is hereby appointed (such appointment being coupled with an interest) by as such Affiliated Lenders as each such PersonLender’s attorney-in-fact, with full authority in the place and stead of such Person Affiliated Lender and in the name of such PersonAffiliated Lender (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 Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (CSection 11.07(k), including, without limitation, to ensure that any vote of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (C)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawn.

Insolvency Proceedings. Each Affiliated Lender, solely in its capacity as a holder of any Loans, The Administrative Agent has the right and is hereby agrees that, if Borrower or any Credit Party shall be subject empowered to any insolvency proceeding, (A) such Affiliated Lender shall not (i) vote in opposition to a plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal full amount of the Loans (exclusive Subordinated Debt in any insolvency or receivership proceeding, any proceeding under the Bankruptcy Code or any other proceeding under any bankruptcy or insolvency law or laws relating to the relief of Loans debtors, readjustment of indebtedness, reorganizations, compositions, or extensions that may be brought by or against the Borrower, Maker or any affiliate thereof and at any meeting of creditors of the Borrower, Maker or any affiliate thereof whether or not the meeting is held by Affiliated Lenders) hereunder, unless such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment proceeding under any insolvency, bankruptcy or similar laws (an "INSOLVENCY PROCEEDING"). In any of the Obligations foregoing proceedings or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of at any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (includingforegoing meetings, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (C) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Borrower or any Credit Party has filed for protection under any debtor relief law applicable to such Credit Party. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders as each such Person’s attorney-in-fact, with full authority in the place and stead of such Person and in the name of such Person, from time to time in the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (C)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have vote the Subordinated Debt as the holders of the Senior Debt in their sole good faith discretion shall determine without regard to the interests of anyone other than the holders of the Senior Debt. In any of the foregoing proceedings, the Administrative Agent for the holders of the Senior Debt (pursuant to the instructions of the holders of the Senior Debt) shall be entitled to collect and enforce the Subordinated Debt and to receive any distributions, dividends or other payments on the Subordinated Debt by filing such claim, proof of debt or proof of claim as appropriate in the proceeding, in the name of the holders of Senior Debt or the name of Payee. The Administrative Agent for the holders of the Senior Debt and any officer or employee designated by the Administrative Agent for that purpose is hereby constituted and appointed attorney-in-fact for Payee with full power (which power, being coupled with an interest, shall be irrevocable so long as this SECTION 11 is in effect) to vote the Subordinated Debt in any of the foregoing proceedings and at any meeting of Maker's creditors and to file any claim, proof of debt or proof of claim in any such vote withdrawnproceeding, and to compromise, settle and to give releases for any of the Subordinated Debt, and to endorse Payee's name on any instruments given as a payment on or distribution in connection with the Subordinated Debt.

Insolvency Proceedings. Each Affiliated Lender, solely in its capacity as a holder In the event of any LoansInsolvency Proceeding all Hibernia Indebtedness shall first be finally and irrevocably paid in full in cash before any payment or distribution of any character, hereby agrees thatwhether in cash, if Borrower securities or any Credit Party other property (except Permitted Junior Securities) shall be subject made by any Insolvency Payor, or received or accepted by EnCap from any Insolvency Payor, for or on account of any EnCap Indebtedness. In the event of any Insolvency Proceeding, any payment or distribution by any Insolvency Payor in such Insolvency Proceeding of any kind or character, whether in cash, securities or other property (other than Permitted Junior Securities), which would otherwise (but for this Agreement) be payable or deliverable to EnCap in respect of any EnCap Indebtedness shall be paid or delivered by such Insolvency Payor directly to Hibernia for application in payment of the Hibernia Indebtedness to the extent necessary to pay in full all Hibernia Indebtedness then remaining unpaid, after giving effect to any insolvency proceedingconcurrent payment or distribution to the holders of the Hibernia Indebtedness. EnCap hereby grants to Hibernia the right to file proofs of claim on account of the EnCap Indebtedness in any Insolvency Proceedings in the event that EnCap fails to do so within 15 days of the bar date pertaining thereto; provided, (A) such Affiliated Lender however, that Hibernia shall not (i) be permitted to vote in opposition to a plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrowersuch claim, such Credit Party or such Subsidiary that is approved and all voting rights with respect thereto are retained by EnCap. In the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor event of any such plan Insolvency Proceeding of any Debtor and any hearing or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) motion therein under Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxkruptcy Code with respect to the use of Collateral constituting cash Proceeds from the sale of oil and gas production of any matter requiring Debtor in the vote ordinary course of Lenders during business, EnCap will not oppose any payment of such cash Collateral to Hibernia to the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by extent such Affiliated Lender (and any claim with respect thereto) shall be deemed cash Collateral is to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise applied to payment of such right or taking of such action on substantially the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (C) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Borrower or any Credit Party has filed for protection under any debtor relief law applicable to such Credit Party. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders as each such Person’s attorney-in-fact, with full authority in the place and stead of such Person and in the name of such Person, from time to time in the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (C)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawnHibernia Indebtedness.

Insolvency Proceedings. Each Affiliated Lender, solely in its capacity as a holder of any Loans, hereby agrees that, if Borrower or any Credit Party shall be subject to any insolvency proceeding, (A) such Affiliated Lender shall not (i) vote in opposition to a plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders Lxxxxxx (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (C) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Borrower or any Credit Party has filed for protection under any debtor relief law applicable to such Credit Party. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders as each such Person’s attorney-in-fact, with full authority in the place and stead of such Person and in the name of such Person, from time to time in the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (C)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawn.

Insolvency Proceedings. Each Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender, solely in its capacity as a holder of any Loans, Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against a Borrower or any Credit other Loan Party shall be subject at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any insolvency proceedingmanner in the Administrative Agent’s sole discretion, (A) unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall not (i) 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 opposition to a accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless extent any such plan of reorganization proposes to treat the any Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable in any material respect to such Affiliated Lender than the proposed treatment of the similar Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority Affiliates of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other LendersBorrowers. For the avoidance of doubt, the The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this clause (CSection 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 U.S. Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, Holdings GP, a Borrower or any Credit Party Restricted Subsidiary has filed for protection under any debtor law relating to bankruptcy, insolvency or reorganization or relief law of debtors applicable to Holdings, Holdings GP, such Credit PartyBorrower or such Restricted Subsidiary, as applicable. The Each Affiliated Lender hereby irrevocably appoints the Administrative Agent is hereby appointed (such appointment being coupled with an interest) by as such Affiliated Lenders as each such PersonLender’s attorney-in-fact, with full authority in the place and stead of such Person Affiliated Lender and in the name of such PersonAffiliated Lender (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 Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote on behalf of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely set forth in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (CSection 11.07(j)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawn.

Insolvency Proceedings. Each Affiliated Lender, solely in its capacity as a holder of any Loans, hereby agrees that, if Borrower or any Credit Party (a) If the Company shall be subject to any insolvency proceedingInsolvency Proceeding, this Agreement shall nevertheless remain in full force and effect and enforceable pursuant to its terms, and all references herein to the Company shall be deemed to apply to the Company as a debtor-in-possession and to any trustee in bankruptcy for the estate of such entity. (Ab) such Affiliated Lender The New Creditors' Collateral Agent, on behalf of itself and the New Creditors, agrees that none of them shall not contest (or support any other person or entity contesting) (i) vote in opposition to a plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved any request by the Lenders (exclusive of all Affiliated Lenders) holding a majority of Existing Creditors' Collateral Agent or the outstanding principal amount of Existing Creditors for adequate protection with respect to the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders Other Priority Collateral or (ii) vote in favor any objection by the Existing Creditors' Collateral Agent or the Existing Creditors to any motion, relief, action or proceeding based on the Existing Creditors' Collateral Agent or the Existing Creditor s claiming a lack of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) adequate protection with respect to the Other Priority Collateral. (c) If the Existing Creditors' Collateral Agent or any matter requiring Existing Creditor is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (C) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) estate of the Bankruptcy CodeCompany, and, as such, would be enforceable for all purposes in any case where Borrower or any Credit Party has filed for protection under any debtor relief law applicable to such Credit Party. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders as each such Person’s attorney-in-fact, with full authority in the place and stead of such Person and in the name of such Person, from time to time in the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C)reason, including, without limitation, because it was found to ensure that be a fraudulent or preferential transfer, any vote proceeds of Other Priority Collateral (a "Relinquished Amount of Existing Indebtedness"), then the Existing Indebtedness shall be reinstated to the extent of such Affiliated Lender is withdrawn Relinquished Amount of Existing Indebtedness and deemed to be outstanding as if such payment had not occurred. If this Agreement shall have been terminated prior to such the date of such Relinquished Amount of Existing Indebtedness, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise not counted unless otherwise entitled to vote as per above. Without limiting affect the generality obligations of the foregoing, each Affiliated Lender, solely in its capacity as a Lender, hereby expressly parties hereto. (d) Each New Creditor acknowledges and agrees that any vote cast thereby that is (i) the grant of liens and security interests in contravention of this clause (C)) shall constitute a violation of this Agreement, the Other Priority Collateral to secure the Existing Indebtedness and the Administrative Agent grant of liens and security interests in the Other Priority Collateral to secure the New Indebtedness constitute two separate and distinct grants of liens and security interests and (ii) because of, among other things, their differing rights in the Other Priority Collateral, the New Indebtedness is fundamentally different from the Existing Indebtedness and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the Existing Creditors and New Creditors in respect of the Other Priority Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each New Creditors hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Company in respect of the Other Priority Collateral, with the effect being that, to the extent that the aggregate value of the Other Priority Collateral is sufficient (for this purpose ignoring all claims held by the New Creditors), the Existing Creditors shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claim, all amounts owing in respect of post-petition interest before any distribution is made in respect of the claims held by the New Creditors, with each New Creditor hereby acknowledging and agreeing to turn over to the Existing Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim of the New Creditors. (e) The Existing Creditor Collateral Agent, on behalf of itself and the Existing Creditors, agrees that none of them shall contest (or support any other person or entity contesting) (i) any request by the New Creditors' Collateral Agent or the New Creditors for adequate protection with respect to the Equipment Collateral or (ii) any objection by the New Creditors' Collateral Agent or the New Creditors to any motion, relief, action or proceeding based on the New Creditors Collateral Agent or the New Creditors claiming a lack of adequate protection with respect to the Equipment Collateral. (f) If the New Creditors Collateral Agent or any New Creditor is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any the Company, for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any proceeds of Equipment Collateral (a "Relinquished Amount of New Indebtedness"), then the New Indebtedness shall be reinstated to the extent of such Relinquished Amount of New Indebtedness and deemed to be outstanding as if such payment had not occurred. If this Agreement shall have been terminated prior to such the date of such Relinquished Amount of New Indebtedness, 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. (g) Each Existing Creditor acknowledges and agrees that (i) the grant of liens and security interests in the Equipment Collateral to secure the New Indebtedness and the grant of liens and security interests in the Equipment Collateral to secure the Existing Indebtedness constitute two separate and distinct grants of liens and security interests and (ii) because of, among other things, their differing rights in the Equipment Collateral, the Existing Indebtedness is fundamentally different from the New Indebtedness and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the New Creditors and Existing Creditors in respect of the Equipment Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each Existing Creditor hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Company in respect of the Equipment Collateral, with the effect being that, to the extent that the aggregate value of the Equipment Collateral is sufficient for this purpose (ignoring all claims held by the Existing Creditors), the New Creditors shall be entitled to receive from the proceeds of the Equipment Collateral, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claim, all amounts owing in respect of post-petition interest before any distribution is made in respect of the claims held by the Existing Creditors, with the Existing Creditors hereby acknowledging and agreeing to turn over to the New Creditors amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such vote withdrawnturnover has the effect of reducing the claim of the Existing Creditors.

Insolvency Proceedings. Each Affiliated Lender, solely in its capacity as a holder of any Loans, hereby agrees that, if Borrower or any Credit Party shall be subject to any insolvency proceeding, (A) such Affiliated Lender shall not (i) vote In connection with any Proceeding, this Agreement shall remain in opposition to a plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder full force and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (effect and any claim with respect thereto) shall be deemed to be voted enforceable in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better its terms as the other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (C) constitute a “subordination agreement” as such term is contemplated by, and utilized in, pursuant to Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for and all purposes in any case where Borrower or references herein to any Credit Party has filed for protection under any debtor relief law applicable shall be deemed to apply to such Credit Party. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders Party as each such Person’s attorneydebtor-in-factpossession and to any trustee or receiver for the estate of such Credit Party. (ii) If, in any Proceeding, the Required Senior Lenders desire to permit use of Collateral or cash collateral by, or permit or provide financing (the “DIP Financing”) to, any of the Credit Parties under either Section 363 or 364 of the Bankruptcy Code, each Junior Lender agrees that (A) adequate notice to it shall have been provided for such financing if it receives notice three (3) Business Days (subject to availability of a court to shorten the period of notice) prior to the hearing seeking approval of such financing; (B) no objection will be raised by it to such DIP Financing or use of Collateral or cash collateral, including any objection based on lack of adequate protection; and (C) to the extent the Liens securing the Senior Indebtedness are subordinated or pari passu with full authority the Liens securing a DIP Financing, the Junior Lenders will subordinate their Liens in the place Collateral to (x) the Liens securing such DIP Financing (and stead all obligations relating thereto), (y) any adequate protection provided to the Senior Lenders in connection therewith and (z) any “carve-out” for professional expenses and United States Trustee fees agreed to by the Senior Lenders. The Senior Agent, the other Senior Lenders and any other party providing DIP Financing shall not object in such Proceeding to the Junior Lenders seeking or receiving a replacement Lien in collateral acquired subsequent to the commencement of such Proceedings or a superpriority administrative expense claim against the applicable Credit Party with the same dignity, priority and effect of the Lien held by it immediately prior to the commencement of any such Proceedings and subject to the priorities provided for in this Agreement. All references herein to any Credit Party shall be deemed to apply to a trustee for such Person and to such Person as a debtor-in-possession. Notwithstanding anything contained in this subparagraph (ii) and subparagraph (iv) hereof, in any Proceeding, in the name of event any Junior Lender seeks or requests adequate protection and such Person, from time to time adequate protection is granted in the Administrative Agent’s reasonable discretion (form of additional collateral, then the Junior Lenders agree that the Senior Lenders may also be granted a senior Lien on such additional collateral as directed security for the Senior Indebtedness and any such DIP Financing provided by the Requisite Senior Lenders and that any Lien on such additional collateral securing the Subordinated Debt shall be subordinated to (x) the Liens on such collateral securing the Senior Indebtedness and any such DIP Financing (and all obligations relating thereto) and (y) any other than Liens granted to the Affiliated Lenders)) to take any action and to execute any instrument that Senior Lenders as adequate protection on the Administrative Agent (same basis as directed by the Requisite Lenders (other than Liens securing the Affiliated Lenders)) may deem reasonably necessary to carry out Subordinated Debt are subordinated, in accordance with the provisions terms of this clause (C), including, without limitationAgreement, to ensure that any vote of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per above. the Liens securing the Senior Indebtedness. (iii) Without limiting the generality of the foregoing, until the Senior Indebtedness shall have been Paid-in-Full, the Junior Lenders agree that the Senior Agent (acting at the direction of the Required Senior Lenders), on behalf of the Senior Lenders, 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 Lenders) 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), each Affiliated Junior Lender, solely in its capacity as a secured creditor, shall be deemed to have consented to any such sale or disposition and all of the terms applicable thereto and shall, if requested to do so by the Senior Agent or the Required Senior Lenders in connection with any such sale or disposition and with the release of the Senior Lenders’ Liens on the Collateral, promptly execute and deliver to the Senior Agent a release of such Junior Lender’s Liens with respect to the Collateral to be sold or disposed. (iv) Until the Senior Indebtedness shall have been Paid-in-Full, hereby expressly agrees that the Junior Lenders shall not (a) seek relief from the automatic stay, or any vote cast thereby that is other stay in contravention any Proceeding, in respect of the Collateral, without the prior written consent of the Senior Agent (acting at the direction of the Required Senior Lenders), or (b) oppose any request by the Senior Agent or any other Senior Lender to seek relief from the automatic stay, or any other stay in any Proceeding, in respect of the Collateral. (v) In connection with any Proceeding, the Junior Lenders shall not contest (or support any other person contesting) (a) any request by the Senior Agent or any other Senior Lender for adequate protection or (b) any objection by the Senior Agent or any other Senior Lender to any motion, relief, action or proceeding based on the Senior Agent or such Senior Lender claiming a lack of adequate protection in the Proceeding of its interest in the Collateral. Notwithstanding the foregoing provisions in this clause (C)) shall constitute a violation Section 9, in any Proceeding, the Junior Lenders may seek adequate protection in respect of their interests in the Collateral, subject to the provisions of this Agreement, and (i) if the Administrative Senior Agent or any other Senior Lender is granted adequate protection in the form of additional collateral, then the Senior Lenders agree that the Senior Lenders shall not object to the Junior Lenders being granted adequate protection in the form of a Lien on such additional collateral, which Lien, will be subordinated to the Liens securing the Senior Indebtedness on the same basis as the other Liens securing the Subordinated Debt are so subordinated to the Liens securing the Senior Indebtedness under this Agreement, and (ii) in the event the Junior Lenders seek or request adequate protection in respect of Subordinated Debt and such adequate protection is granted in the form of additional collateral, then the Junior Lenders shall not object to the Senior Lenders 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 Subordinated Debt shall be subordinated to the Liens on such collateral securing the Senior Indebtedness on the same basis as the other Liens securing the Subordinated Debt are so subordinated to the Liens securing the Senior Indebtedness under this Agreement. Similarly, if the Senior Agent or any other Senior Lender is granted adequate protection in the form of a superpriority claim, then the Senior Lenders agree that the Senior Lenders shall not object to the Junior Lenders being granted adequate protection in the form of a superpriority claim, which superpriority claim will be junior in all respects to the superpriority claim granted to the Senior Agent or any other Senior Lender and, in the event that the Junior Lenders seek or request adequate protection and such adequate protection is granted in the form of a superpriority claim, then the Junior Lenders shall not object to the Senior Lenders also being granted a superpriority claim, which superpriority claim will be senior in all respects to the superpriority claim granted to the Junior Lenders. Each of the Junior Lenders agrees, pursuant to Section 1129(a)(9) of the Bankruptcy Code, that such junior superpriority claims (including any claim arising under 11 U.S.C. §507(b)) 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. Each of the Junior Lenders agrees that, upon the request of the Senior Agent (acting at the direction of the Required Senior Lenders), they shall waive a right to distributions of proceeds of actions arising under Sections 544, 546, 547, 548, 550 or 551 of the Bankruptcy Code in respect of any claim granted to the Junior Lenders in connection with the DIP Financing or cash collateral usage or arising as a result of the Junior Lenders’ rights under 11 U.S.C. §507(b). Each of the Junior Lenders agrees that except as expressly set forth in this Section, none of them shall seek or accept adequate protection without the prior written consent of the Senior Agent. (vi) If any Senior Lender or Junior Lender is required in any Proceeding or otherwise to disgorge, turn over 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 Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the Senior Indebtedness or Subordinated Debt, as applicable, shall be deemed not to have been paid. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. Any payment or distribution (other than Junior PIK Payments or Junior Securities) received by any Junior Lender for or on account of the Subordinated Debt after the termination of this Agreement and prior to the reinstatement of this Agreement shall be delivered to the Senior Agent in accordance with Section 6(i). The Junior Lenders agree that none of them shall 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 them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (vii) Notwithstanding any other provision of this Agreement, the Junior Lenders shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior Lenders, including, without limitation, any claims secured by the Collateral. Consistent with the terms of this Agreement, the Junior Lenders shall be entitled to file any other pleadings, objections, motions or agreements which assert the rights or interests available to unsecured creditors of any Credit Party arising under either the Bankruptcy Code or applicable non-bankruptcy law. (viii) In connection with any Proceeding, the Junior Lenders shall file appropriate claims or proofs of claim in respect of the Subordinated Debt. Upon the failure of any Junior Lender to take any such action as of the 5th day preceding the bar date therefore, the Senior Agent is hereby irrevocably authorized and empowered, but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in respect the Subordinated Debt and to file proofs of claim with respect to the Subordinated Debt. Notwithstanding the foregoing, neither the Senior Agent nor any other Senior Lender shall have any right whatsoever to vote any claim that the Junior Lenders 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 Lenders shall not vote withdrawnwith respect to any such plan or take any other action in any way so as to contest the Junior Lenders’ obligations and agreements set forth in this Agreement. (ix) If, in any Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of Senior Indebtedness and on account of Subordinated Debt, then, to the extent the debt obligations distributed on account of the Senior Indebtedness and on account of the Subordinated 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 Liens securing such debt obligations. (x) The Junior Agent, for itself and on behalf of the Junior Lenders, hereby waives any claim it or they may hereafter have against any Senior Lender arising out of the election of any Senior Lender for the application of Section 1111(b)(2) of the Bankruptcy Code and agrees to make no election under Section 1111(b)(2) of the Bankruptcy Code in respect of its interest in the Collateral without the consent of the Senior Agent.

Insolvency Proceedings. Each Affiliated In the event of any Insolvency Proceeding of Debtor, then, and irrespective of the treatment, validity or priority of the Senior Indebtedness or the Subordinated Indebtedness: (a) Senior Lender shall be entitled to receive payment in full in cash of all amounts due on or in respect of the Senior Indebtedness before Subordinated Lender is entitled to receive any payment or distribution on or in respect of the Subordinated Obligations. (b) Any payment or distribution of assets of Debtor of any kind or character, whether in cash, property or securities, by setoff or otherwise, to which Subordinated Lender would be entitled (including any payment or distribution in respect of the Subordinated Indebtedness by reason of any other indebtedness of Debtor being subordinated to the Subordinated Indebtedness) but for the provisions of this Section 11, shall be paid by Debtor or any other Person making such payment or distribution, whether a debtor in possession, trustee in bankruptcy, receiver, custodian, conservator, or otherwise, directly to Senior Lender, solely to the extent necessary to make payment in its capacity as a holder full, in cash, of the Senior Indebtedness remaining unpaid, after giving effect to any Loansconcurrent payment or distribution to or for the benefit of Senior Lender, hereby agrees thatand Senior Lender shall be entitled to demand, if Borrower xxx for, collect and receive every such payment or distribution. Subordinated Lender irrevocably authorizes, empowers and directs all trustees, receivers, custodians, conservators or any Credit Party shall be subject other Persons having authority over the property to any insolvency proceeding, effect all such payments and deliveries to Senior Lender. (Ac) such Affiliated Subordinated Lender shall not (i) vote file all claims it may have against Debtor, and shall direct the debtor in opposition possession or trustee in bankruptcy, as appropriate, to a plan pay over to Senior Lender all amounts due to Subordinated Lender on account of reorganization (pursuant the Subordinated Indebtedness owed to 11 U.S.C. §1126) of Borrower, it until the Senior Indebtedness has been fully and finally paid and satisfied in cash. If Subordinated Lender fails to file such Credit Party or such Subsidiary claims by the date that is approved by 15 Business Days prior to the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunderlast day on which such claims may be timely filed, unless then Senior Lender may file such plan of reorganization proposes to treat the Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable to such Affiliated Lender than the proposed treatment of the Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (C) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Borrower or any Credit Party has filed for protection under any debtor relief law applicable to such Credit Party. The Administrative Agent is hereby appointed (such appointment being coupled with an interest) by Affiliated Lenders as each such Person’s attorney-in-fact, with full authority in the place and stead of such Person and in the name of and on behalf of such Person, from Subordinated Lender (but only if Senior Lender has given Subordinated Lender five Business Days' written notice thereof and Subordinated Lender does not make such filings prior to the end of such five Business Day period). Subordinated Lender may vote its claims with respect to the Subordinated Indebtedness in connection with any plan of reorganization or composition in any Insolvency Proceeding of Debtor. If Subordinated Lender fails to vote its claims with respect to the Subordinated Indebtedness in connection with any plan of reorganization or composition in any Insolvency Proceeding of Debtor within 15 Business Days before the expiration of the time to time in vote such claims, then Senior Lender shall have the Administrative Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled right to vote as per above. Without limiting the generality such claims of the foregoing, each Affiliated Subordinated Lender, solely in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (C)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawn.

Insolvency Proceedings. Each Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender, solely in its capacity as a holder of any Loans, Lender that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against a Borrower or any Credit other Loan Party shall be subject at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the AdministrativeApplicable Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any insolvency proceedingmanner in the AdministrativeApplicable Agent’s sole discretion, (A) unless the AdministrativeApplicable Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall not (i) vote with respect to the Term Loans held by it as the AdministrativeApplicable Agent directs; provided that such Affiliated Lender shall be entitled to vote in opposition to a accordance with its sole discretion (and not in accordance with the direction of the AdministrativeApplicable Agent) in connection with any plan of reorganization (pursuant to 11 U.S.C. §1126) of Borrower, such Credit Party or such Subsidiary that is approved by the Lenders (exclusive of all Affiliated Lenders) holding a majority of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder, unless extent any such plan of reorganization proposes to treat the any Obligations or claims held by such Affiliated Lender in a manner that is materially less favorable in any material respect to such Affiliated Lender than the proposed treatment of the similar Obligations or claims held by Lenders that are not Affiliated Lenders or (ii) vote in favor of any such plan or reorganization of such Credit Party that has not been approved by Lenders (exclusive of all Affiliated Lenders) holding a majority Affiliates of the outstanding principal amount of the Loans (exclusive of Loans held by Affiliated Lenders) hereunder and (B) with respect to any matter requiring the vote of Lenders during the pendency of an insolvency proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any claim with respect thereto) shall be deemed to be voted in accordance with clause (i)(iii)(B) above, so long as such Affiliated Lender is treated in connection with the exercise of such right or taking of such action on substantially the same or better terms as the other LendersBorrowers. For the avoidance of doubt, the The Lenders and each Affiliated Lender that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this clause (CSection 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 U.S. Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, Holdings GP, a Borrower or any Credit Party Restricted Subsidiary has filed for protection under any debtor law relating to bankruptcy, insolvency or reorganization or relief law of debtors applicable to Holdings, Holdings GP, such Credit PartyBorrower or such Restricted Subsidiary, as applicable. The Administrative Each Affiliated Lender hereby irrevocably appoints the AdministrativeApplicable Agent is hereby appointed (such appointment being coupled with an interest) by as such Affiliated Lenders as each such PersonLender’s attorney-in-fact, with full authority in the place and stead of such Person Affiliated Lender and in the name of such PersonAffiliated Lender (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 Administrative AdministrativeApplicable Agent’s reasonable discretion (as directed by the Requisite Lenders (other than the Affiliated Lenders)) to take any action and to execute any instrument that the Administrative AdministrativeApplicable Agent (as directed by the Requisite Lenders (other than the Affiliated Lenders)) may deem reasonably necessary to carry out the provisions of this clause (C), including, without limitation, to ensure that any vote on behalf of such Affiliated Lender is withdrawn or otherwise not counted unless otherwise entitled to vote as per above. Without limiting the generality of the foregoing, each Affiliated Lender, solely set forth in its capacity as a Lender, hereby expressly agrees that any vote cast thereby that is in contravention of this clause (CSection 11.07(j)) shall constitute a violation of this Agreement, and the Administrative Agent shall be entitled to have any such vote withdrawn.