Common use of Liquidation; Dissolution; Bankruptcy Clause in Contracts

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving any Company but subject to Section 2.7(b) which shall control in the Company or event of any Subsidiary of inconsistency between its provision and the Companyfollowing: (a) All Senior Debt shall first be Paid paid in Full full in cash (or other consideration acceptable to Agent in its sole discretion) before any DistributionDistribution (other than Reorganization Subordinated Securities), whether in cash, securities or other property, shall be made to the Subordinated Creditor on account of any Subordinated Debt. (b) Any DistributionDistribution (other than Reorganization Subordinated Securities), whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid paid in Fullfull in cash (or other consideration acceptable to Agent in its sole discretion). Each Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. Each Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent and appoints Agent its attorney-in-fact, in the name of such Subordinated Creditor, to demand, xxx sxx for, collect and receive any and all such Distributions, at Companies’ expense. This power of attorney is coupled with an interest and is irrevocable. (c) Each Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. Agent agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Subordinated Debt or any liens and security interests securing the Subordinated Debt. (d) Each Subordinated Creditor Creditor, in its capacity as the holder of a Secured Claim, agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide (or consent to any other Person providing) financing to the any Company (or trustee) on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the each Company (or trustee) may grant to Agent and Senior Lenders (or such other Person providing financing) liens and security interests upon all of the property of the Companyits property, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders (or such other Persons providing financing) during such the Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of such Subordinated Creditor on the property of any Company, provided, that (A) the Companyfinancing (x) does not compel such Company to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the financing documentation or a related document or (y) that the financing documentation or cash collateral order does not expressly require the liquidation of the Collateral prior to a default under the financing documentation or cash collateral order. Each Subordinated Creditor Creditor, in its capacity as the holder of Secured Claim, agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) supportor oppose, and not object to or oppose any will consent to, a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of such Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not proposedisposition, seek and/or support confirmation of any plan to which Agent has not consented to in writing; provided that such Subordinated Creditor agrees shall have the right to object to and vote the further use of the proceeds of such sale or other disposition unless such proceeds are applied to reject confirmation permanently reduce the amount of any plan which Agent has objected to and/or rejected Senior Debt outstanding. Each Subordinated Creditor, in writing. Subordinated Creditor its capacity as the holder of a Secured Claim, agrees not to to: (1) assert any right rights, to the extent adverse, in the commercially reasonable opinion of the Agent, to the interests of the Agent and the Senior Lenders, under Sections 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, including any rights it may have to “adequate protection” of such Subordinated Creditor’s interest in any Collateral in any Proceeding or objecting to or opposing any use of cash, financing, security or priority described in clauses (i) and (ii) above; provided, if the Agent or any Senior Lender is granted adequate protection in the form of additional collateral in connection with any cash collateral use or debtor-in-possession financing, then the Subordinated Creditor may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing the Senior Debt (and such cash collateral use or debtor-in-possession financing on the same basis) as the other Liens securing the Subordinated Debt are so subordinated to the Senior Debt under this Agreement; (2) oppose or object to any adequate protection sought by or granted to Agent or any Senior Lender with respect to the Collateral; (3) initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding opposing a motion by Agent to lift the automatic stay; (4) vote in favor of any chapter 11 plan that seeks confirmation under Section 1129(b)(2)(A) of the Bankruptcy Code, solely to the extent such vote is required to satisfy Section 1129(a)(10) of the Bankruptcy Code (i.e., each Subordinated Creditor agrees that it will not to vote in favor of such plan if its allowed secured claim is deemed impaired and no other impaired class has accepted the plan, determined without including acceptance of the plan by any insider); (5) seek the dismissal or conversion of a Proceeding, (6) seek the appointment of a trustee, receiver or examiner in a Proceeding; or (7) seek to have the automatic stay of Section 362 of the Bankruptcy Code (or any similar stay under any other applicable law) lifted or modified with respect to the Collateral; provided, however, that each Subordinated Creditor may object to any Collateral without financing under Section 364 in its capacity as the prior written consent holder of Agenta Secured Claim to the extent that the principal amount, together with the aggregate principal amount of Senior Debt outstanding immediately after giving effect to any payment thereof with the proceeds of such financing, exceeds the Senior Debt Limit. Any claim of any Subordinated Creditor arising during a Proceeding, including a claim under Section 507(b) of the Bankruptcy Code, shall constitute Subordinated Debt under this Agreement. Except for any claim based upon a breach of this Agreement, each Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 or use of cash collateral under Section 363 of the Bankruptcy Code by Borrowerany Company, as debtor in possession. Notwithstanding anything in this Section 2.2(d) to the contrary but subject to the other provisions of this Agreement (including Section 2.2(c)), in any Proceeding involving any Company, a Subordinated Creditor further agrees that it will may exercise rights and remedies generally available to holders of unsecured claims against any of the Companies and otherwise in accordance with the Subordinated Debt Documents and applicable law. In furtherance of the foregoing, each Subordinated Creditor shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Companies arising under either the Bankruptcy Code or applicable non-bankruptcy law, in each case if not seek otherwise in contravention of the express terms of this Agreement, including any right to participate object to the sale or participate on use of property under Section 363 of the Bankruptcy Code and/or any creditor’s committee without Agent’s prior written consentfinancing under Section 364 of the Bankruptcy Code solely to the extent such objection could be asserted by the holder of an unsecured claim against any Company. (e) Each Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of any Subordinated Creditor promptly to do so prior to 30 ten (10) days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided provided, that Agent shall have no obligation to execute, verify, deliver, and/or file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and the Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, Proceeding and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder. (g) The parties acknowledge and agree that (i) the claims and interests of Agent and the Senior Lenders under the Senior Debt Documents are substantially different from the claims and interests of the Subordinated Creditor under the Subordinated Debt Documents and such claims and interests should be treated as separate classes for purposes of Section 1122 of the Bankruptcy Code. (h) It is acknowledged and agreed that this Agreement shall constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt shall first be Paid paid in Full full before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid paid in Fullfull. The Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. The Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent, in the name of the Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) The Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of the Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of the Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided provided, Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, the Subordinated Creditor shall not be entitled to change or withdraw such vote. (fd) The Subordinated Creditor agrees that it will consent to, and not object to or oppose any use of cash collateral consented to by Agent or any financing provided by any Senior Lender to any Company (or any financing provided by any other Person consented to by Agent) (collectively, "DIP Financing") on such terms and conditions as Agent, in its sole discretion, may decide. In connection therewith, any Company or any of their subsidiaries may grant to Agent and Senior Lenders or such other lender, as applicable, liens and security interests upon all of the property of any of the Companies or any of their subsidiaries, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by any Senior Lender or consented to by Agent during the Proceeding and (ii) shall be superior in priority to any liens and security interests, if any, in favor of the Subordinated Creditor on the property of any of the Companies and their Subsidiaries that the Subordinated Creditor may have notwithstanding the prohibition of such security interests or liens under this Agreement. If, in connection with any cash collateral use or DIP Financing, any liens and security interests on the Collateral held by Agent are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee "carve out," or fees owed to the United States Trustee, then any liens on the Collateral that the Subordinated Creditor may have notwithstanding the prohibition of such liens under this Agreement shall also be subordinated to such interest or claim and shall remain subordinated to the liens and security interests on the Collateral of Agent consistent with this Agreement. The Subordinated Creditor agrees that it will consent to, and not object to or oppose, a sale or other disposition of any property securing all of any part of any Senior Debt free and clear of security interests or liens that the Subordinated Creditor may have notwithstanding the prohibition of such security interests or liens under this Agreement, or other claims of the Subordinated Creditor under the Bankruptcy Code, including Sections 363, 365 and 1129 of the Bankruptcy Code, if Agent has consented to such sale or disposition. The Subordinated Creditor agrees not to assert any right it may have in any Proceeding arising from any Company's use, sale or other disposition of Collateral and agrees that it will not seek (or support any other Person seeking) to have any stay, whether automatic or otherwise, lifted with respect to any Collateral without the prior written consent of Agent. The Subordinated Creditor agrees that it will not, and will not permit, any of its Affiliates to, directly or indirectly provide, participate in or otherwise support, any financing in a Proceeding to any Company without the prior written consent of Agent. The Subordinated Creditor will not object to or oppose any adequate protection sought by Agent or any Senior Lender or object to or oppose any motion by Agent to lift the automatic stay or any other stay in any Proceeding. The Subordinated Creditor will not seek or assert any right it may have for adequate protection (it being understood and agreed that at all times the Subordinated Debt shall be unsecured) of its interest in any Collateral. The Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent's or Senior Lenders' election, in any Proceeding, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by any Company, as debtor in possession. The Subordinated Creditor further agrees that it shall not, without Agent's prior written consent, commence or continue any Proceeding, propose any plan of reorganization, arrangement or proposal or file any motion, pleading or material in support of any motion or plan of reorganization, arrangement or proposal that would materially impair the rights of the Senior Lenders, is in conflict with the terms of this Agreement, or is opposed by Senior Lenders or Agent, or oppose any plan of reorganization or liquidation supported by Agent. (e) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders Secured Parties and the Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior Upon any payment or distribution of the assets of any Loan Party to Payment creditors upon a restructuring, reorganization, total or partial liquidation or a total or partial dissolution of any Loan Party or in Full an Insolvency Proceeding relating to any Loan Party or its respective properties or during the pendency of any Insolvency Proceeding: (a) holders of the Senior Indebtedness shall be entitled to receive indefeasible payment in full in cash of all Senior DebtIndebtedness before the Subordinated Holders shall be entitled to receive any payment on or with respect to the Subordinated Indebtedness; and (b) until the Senior Indebtedness Payment Date, in any distribution to which the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt shall first Subordinated Holders would be Paid in Full before any Distribution, whether in cash, securities or other property, entitled but for this Section 2 shall be made to Subordinated Creditor on account of any Subordinated Debt. Senior First Priority Secured Parties (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt DocumentsAgent on their behalf) until all Senior Debt as their interests may appear, except that Subordinated Holders may receive Permitted Payments. If no proof of claim is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate filed in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Insolvency Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without Subordinated Indebtedness by the tenth day prior written consent to the bar date for any such proof of Agent. claim, the Senior Agent may, after notice to the Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ electionHolder Representative, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of file such a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs proof of claim in respect on behalf of the Subordinated Debt requested Holders, and each Subordinated Holder (by Agent in connection with entering into the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the Subordinated Debentures thereunder (or otherwise holding or owning any such Proceeding and Subordinated Indebtedness)) hereby irrevocably authorizes, empowers and appoints the Senior Agent as its agent and attorney-in-fact (which power of attorney is coupled with an interest and irrevocable) for such limited purpose; provided, that the foregoing shall not confer to (i) execute, verify, deliver and file such proofs the holder of claim upon any Senior Indebtedness the failure of Subordinated Creditor promptly right to do so prior to 30 days before the expiration vote on behalf of the time to file any such proof of claim and (ii) vote such claim Subordinated Holders in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such voteInsolvency Proceedings. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in the event of Upon any Proceeding involving the Company payment or any Subsidiary distribution of the Companyassets of a Guarantor to creditors upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to such Guarantor or its property: (ai) All the holders of Designated Senior Debt Indebtedness of such Guarantor shall first be Paid entitled to receive payment in Full full in cash of such Designated Senior Indebtedness before Holders shall be entitled to receive any Distributionpayment or distribution of any kind or character with respect to any Obligations on, whether or relating to, such Guarantor’s Guarantee; and (ii) until the Designated Senior Indebtedness of such Guarantor is paid in full in cash, securities any payment or other property, distribution to which Holders would be entitled but for the subordination provisions of this Article 11 shall be made to Subordinated Creditor on account holders of such Designated Senior Indebtedness as their interests may appear. To the extent any payment of Designated Senior Indebtedness of any Subordinated Debt. Guarantor (bwhether by or on behalf of such Guarantor, as proceeds of security or enforcement of any right of setoff or otherwise) Any Distributionis declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or similar Person, the Designated Senior Indebtedness of such Guarantor or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the reasons described in the preceding sentence) of any Guarantor’s obligation to make any distribution or payment pursuant to any Designated Senior Indebtedness of such Guarantor, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Designated Senior Indebtedness of such Guarantor in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation force or effect for purposes of the subordination provisions contained in this Article 11, with any turnover of payments as otherwise calculated pursuant to execute, verify, deliver, file and/or vote this Article 11 to be made as if no such diminution had occurred. The Issuer shall promptly give written notice to the Trustee of any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted herebydissolution, Subordinated Creditor shall not be entitled to change winding-up, liquidation, or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment reorganization of any of Guarantor, provided that any delay or failure to give such notice shall have no effect on the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holdersubordination provisions contained in this Article 11.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in (a) Of the event of Issuers. Upon any Proceeding involving the Company payment or any Subsidiary distribution of the Companyassets of the Issuers to creditors upon a total or partial liquidation or a total or partial dissolution of the Issuers or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuers or their respective property: (ai) All holders of Senior Debt Indebtedness of the Issuers shall first be Paid entitled to receive payment in Full before any Distributionfull in cash of such Senior Indebtedness (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Issuers in cashsuch bankruptcy proceeding) before Holders of Subordinated Debt Securities of the Issuers shall be entitled to receive any payment of principal of, securities or other propertypremium, if any, or interest on, Subordinated Debt Securities; and (ii) until the Senior Indebtedness of the Issuers is paid in full, any such distribution to which Holders of Subordinated Debt Securities would be entitled but for this Article 11 shall be made to holders of Senior Indebtedness of the Issuers as their interests may appear, except that such Holders may receive securities representing Capital Stock of the Issuers and any debt securities of (or guaranteed by) such Guarantor that are subordinated to Senior Indebtedness of the Issuers to at least the same extent as the Subordinated Creditor on account Debt Securities of any Subordinated Debtthe Issuers. (b) Any DistributionOf a Guarantor. Upon any payment or distribution of the assets of any Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its property: (i) holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against such Guarantor in cashsuch bankruptcy proceeding) before Holders of Subordinated Debt Securities shall be entitled to receive, securities under such Guarantor’s guarantee of such Subordinated Debt Securities, any payment of principal of, or other property premium, if any, or interest on, Subordinated Debt Securities; and (ii) until the Senior Indebtedness of such Guarantor is paid in full, any such distribution to which Holders of Subordinated Debt Securities would otherwise, be entitled under such Guarantor’s guarantee but for this Article 11 shall be made to holders of Senior Indebtedness of such Guarantor as their interests may appear, except that such Holders may receive securities representing Capital Stock of such Guarantor and any debt securities of such Guarantor that are subordinated to Senior Indebtedness of such Guarantor to at least the terms hereof, be payable or deliverable in respect same extent as the guarantee of the Subordinated Debt shall be paid or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative Securities of such holderGuarantor.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt The Company shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to not make and Subordinated Creditor on account of shall not receive any Subordinated Debt. (b) Any DistributionDistribution in such Proceeding, whether in cash, securities or other property which (other than equity received upon a Subordinated Debt Conversion), on account of or as payment for any Subordinated Debt prior to the Subordination Termination Date. (b) Any Distribution received in such Proceeding, whether in cash, securities or other property (other than equity received upon a Subordinated Debt Conversion) that would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Creditor Agent (to be held and/or applied by Senior Lenders Creditor Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Fullthe Subordination Termination Date. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in debtor-in-possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersCreditor Agent. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersCreditor Agent, in the name of Subordinated Creditor, to demand, xxx sxx for, collect and receive any and all such DistributionsDistributions and other amounts owing under the Subordinated Debt Documents. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Senior Creditor Agent and Senior Lenders Creditor may consent to the use of cash collateral or provide financing (including debtor-in-possession financing) to the Company on such terms and conditions and in such amounts as Senior Creditor Agent and Senior LendersCreditor, in their sole discretion, may decide and, in connection therewith, the Company may grant to Senior Creditor Agent and Senior Lenders Creditor liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders Creditor Agent and Senior Creditor during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of or any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if Senior Creditor Agent or applicable law if Agent and Senior Lenders have Creditor has consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writingdisposition. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral or any other assets of the Company in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral or any other assets of the Company without the prior written consent of Senior Creditor Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Senior Creditor Agent’s or Senior Lenders’ Creditor’s election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrowerthe Company, as debtor in debtor-in-possession. Subordinated Creditor further agrees that it will not participate or seek to participate or participate on any creditor’s committee without Senior Creditor Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt reasonably requested by Senior Creditor Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Senior Creditor Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote the full amount of such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claimProceeding; provided that Senior Creditor Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim or claim. In the event that Senior Creditor Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders Creditor Agent, Senior Creditor and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated invalidated, or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt shall first be Paid indefeasibly paid in Full full in cash and all commitments to lend under the Senior Debt Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid indefeasibly paid in Fullfull in cash and all commitments to lend under the Senior Debt Documents shall have been terminated. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and or any Senior Lenders Lender may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and or such Senior LendersLender, in their its sole discretion, may decide and, in connection therewith, the Company may grant to Agent and or such Senior Lenders Lender liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Agent or such Senior Lenders Lender during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and or any Senior Lenders have Lender has consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writingdisposition. Subordinated Creditor agrees not to assert any right it may have to “"adequate protection” " of Subordinated Creditor’s 's interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of AgentAgent or such Senior Lender. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s 's or any Senior Lenders’ Lender's election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by BorrowerCompany, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s 's committee without Agent’s 's or such Senior Lender's prior written consent. This Agreement, which the parties hereto expressly acknowledge is a "subordination agreement" under section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of a Proceeding. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt shall first be Paid indefeasibly paid in Full full in cash and all commitments to lend under the Senior Debt Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid indefeasibly paid in Fullfull in cash and all commitments to lend under the Senior Debt Documents shall have been terminated. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute prosecute, or participate in any claim, action action, or other proceeding challenging the enforceability, validity, perfection perfection, or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent Agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (fe) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full Upon any payment or distribution of all Senior Debt, in the event assets of any Proceeding involving the Company Subsidiary Guarantor of any kind or any character, whether in cash, property or securities, to creditors upon a total or partial liquidation or dissolution or reorganization or similar proceeding relating to such Subsidiary of the CompanyGuarantor or its property or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding: (a) All the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall first be Paid entitled to receive payment in Full full in cash of such Senior Indebtedness before Holders are entitled to receive any Distributionpayment; and (b) until the Senior Indebtedness of such Subsidiary Guarantor is paid in full, whether in cash, securities any payment or other property, distribution to which Holders would be entitled but for this Article shall be made to Subordinated Creditor on account holders of Senior Indebtedness of such Subsidiary Guarantor, as their interests may appear. Upon any Subordinated Debt. (b) Any Distributionpayment or distribution referred to in this Article, whether the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in cash, securities or other property which would otherwise, but such proceedings are pending for the terms hereofpurpose of ascertaining the identity of Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness, the amount thereof or payable thereon and all other facts pertinent thereto or to this Article, and the Trustee and the Holders shall be payable or deliverable in respect entitled to rely upon a certificate of the Subordinated Debt shall be paid liquidating trustee or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator agent or other Person having authority, (including any Representative of holders of Senior Indebtedness of such Subsidiary Guarantor) making any payment or distribution to pay the Trustee or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name Holders for the purpose of Subordinated Creditor, ascertaining the identity of Persons entitled to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action such payment or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewithdistribution, the Company may grant to Agent and holders of Senior Lenders liens and security interests upon all of Indebtedness, the property of amount thereof or payable thereon, the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding amount or at any time thereafter) amounts paid or distributed thereon and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority facts pertinent thereto or to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claimthis Article. In the event that Agent votes the Trustee determines in good faith that further evidence is required with respect to the right of any claim Person, as a holder of Senior Indebtedness, to participate in accordance any payment or distribution pursuant to this Section, the Trustee may request such Person (at the expense of the Holders) to furnish evidence to the reasonable satisfaction of the Trustee, acting in good faith, as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to the other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive payment. The consolidation or merger of a Subsidiary Guarantor with or into any Person, or the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of such Subsidiary Guarantor's assets to any Person, in compliance with the authority granted herebyterms and conditions set forth in Sections 5.1 and 5.2, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue deemed to be treated as Senior Debt and the provisions a liquidation, dissolution or reorganization or similar proceeding relating to such Subsidiary Guarantor for purposes of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holderSection.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyBorrower: (a) All Senior Debt shall first be Paid indefeasibly paid in Full full in cash and all commitments to lend under the Senior Debt Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt, except as expressly set forth in Section 2.3 hereof. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof and other than as expressly permitted under Section 2.3 hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Lender (to be held and/or applied by Senior Lenders Lender in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid indefeasibly paid in Fullfull in cash and all commitments to lend under the Senior Debt Documents shall have been terminated. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersLender. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersLender, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent Senior Lender in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent Senior Lender its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent Senior Lender shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent Senior Lender votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (fe) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders Lender and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the any Company or any Subsidiary of the Companythat owes Subordinated Debt to Subordinated Creditor: (a) All Senior Debt shall first be Paid paid in Full full before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property Distribution which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered ​ ​ directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid paid in Fullfull. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt reasonably requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided provided, Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in the event of Upon any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt shall first be Paid in Full before any Distributiondistribution, whether in cash, securities or other property, to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar Proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshaling of the Company’s assets and liabilities: (a) holders of Senior Debt shall be entitled to receive payment in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such Proceeding at the rate specified in the applicable Senior Debt) before the Holder of the Notes shall be entitled to receive any payment with respect to the Notes (except that the Holder may receive (A) Permitted Junior Securities and (B) Payment-in-Kind Interest); and until all Obligations with respect to Senior Debt (as provided in clause (i) above) are paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted contingent expense reimbursement obligations that, at such time, have not been incurred) and all commitments to lend under the Senior Debt Documents shall have been terminated, any distribution to which the Holder would be entitled but for this Section 13 shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt DocumentsAgent (except that holders of Notes may receive (A) until all Senior Debt is Paid in FullPermitted Junior Securities and (B) Payment-in-Kind Interest). Subordinated Creditor The Holder irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions distributions to the Senior LendersAgent. Subordinated Creditor The Holder also irrevocably authorizes and empowers the Senior LendersAgent, in the name of Subordinated Creditorthe Holder, to demand, xxx for, collect and receive any and all such Distributionsdistributions. (cb) Subordinated Creditor the Holder agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt.; (dc) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor Holder agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt this Note requested by the Senior Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints the Senior Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor the Holder promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided that Senior Agent shall have no obligation to execute, verify, deliver, deliver and/or file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote.; and (fd) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement Section 13 shall continue to govern the relative rights and priorities of the holders of Senior Lenders Debt and Subordinated Creditor the Holder even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and the provisions of this Agreement Section 13 shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior First Lien Debt shall first be Paid indefeasibly paid in Full full in cash and all commitments to lend under the First Lien Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to Subordinated any Second Lien Creditor on account of any Subordinated Second Lien Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Second Lien Debt shall be paid or delivered directly to Senior Lenders the First Lien Lender (to be held and/or applied by Senior Lenders the First Lien Lender in accordance with the terms of the Senior Debt First Lien Documents) until all Senior First Lien Debt is Paid indefeasibly paid in Fullfull in cash and all commitments to lend under the First Lien Documents shall have been terminated. Subordinated Each Second Lien Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lendersthe First Lien Lender. Subordinated Each Second Lien Creditor also irrevocably authorizes and empowers Senior Lendersthe First Lien Lender, in the name of Subordinated such Second Lien Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Each Second Lien Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior First Lien Debt or any liens and security interests securing the Senior First Lien Debt. (d) Subordinated Each Second Lien Creditor agrees that Agent and Senior Lenders the First Lien Lender may consent to the use of cash collateral or provide financing to the Company any Professional Corporation on such terms and conditions and in such amounts as Agent and Senior Lendersthe First Lien Lender, in their its sole discretion, may decide and, in connection therewith, the Company one or more Professional Corporations may grant to Agent and Senior Lenders the First Lien Lender liens and security interests upon all of the property of the Companysuch Professional Corporations, which liens and security interests (i) shall secure payment of all Senior First Lien Debt (whether such Senior First Lien Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders the First Lien Lender during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor the Second Lien Creditors on the property of the CompanyProfessional Corporations. Subordinated Each Second Lien Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior First Lien Debt free and clear of security interests, liens or other claims of Subordinated such Second Lien Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have the First Lien Lender has consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writingdisposition. Subordinated Each Second Lien Creditor agrees not to assert any right it may have to “"adequate protection” " of Subordinated such Second Lien Creditor’s 's interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agentthe First Lien Lender. Subordinated Each Second Lien Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ the First Lien Lender's election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrowerany Professional Corporation, as debtor in possession. Subordinated Each Second Lien Creditor further agrees that it will not participate or seek to participate or participate on any creditor’s 's committee without Agent’s the First Lien Lender's prior written consent. (e) Subordinated Each Second Lien Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Second Lien Debt requested by Agent the First Lien Lender in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent the First Lien Lender as its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated such Second Lien Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated such Second Lien Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent that the First Lien Lender shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent the First Lien Lender votes any claim in accordance with the authority granted hereby, Subordinated such Second Lien Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders the First Lien Lender and Subordinated Creditor the Second Lien Creditors even if all or part of the Senior First Lien Debt or the security interests securing the Senior First Lien Debt are subordinatedSecond Lien, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior First Lien Debt is rescinded or must otherwise be returned by any holder of Senior First Lien Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Insolvency Proceeding involving the Company or any Subsidiary of the CompanyLoan Party: (a) This Agreement shall be applicable both before and after the commencement of such Insolvency Proceeding and all converted or succeeding cases in respect thereof. In any Insolvency Proceeding by or against any Loan Party, no Subordinated Creditor shall take any action (or fail to take any action) that is in contravention of this Agreement. The relative rights of the Senior Lenders and the Subordinated Creditors in or to any Distributions, whether in cash, securities or other property, shall continue after the commencement of any Insolvency Proceeding. Accordingly, the provisions of this Agreement are intended to be and shall be enforceable as a subordination agreement within the meaning of any applicable Bankruptcy Code. (b) Nothing contained herein shall prohibit or in any way limit any Senior Lender from objecting in any Insolvency Proceeding involving any Loan Party to any action taken by a Subordinated Creditor, including the seeking by a Subordinated Creditor of adequate protection or the assertion by a Subordinated Creditor of any of its rights and remedies under the Subordinated Debt Documents, except as expressly provided for in this Agreement. (c) All Senior Debt shall first be Paid in Full before any DistributionDistribution (other than Reorganization Subordinated Securities), whether in cash, securities or other property, shall be made to a Subordinated Creditor on account of any Subordinated Debt. (bd) Any DistributionDistribution (other than Reorganization Subordinated Securities), whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to the Senior Lenders Agent (to be held and/or applied by the Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Full and (i) each Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator conservator, administrator, judicial manager or other Person having authority, to pay or otherwise deliver all such Distributions (other than Reorganization Subordinated Securities) to the Senior Lenders. Agent; and (ii) each Subordinated Creditor also irrevocably authorizes and empowers the Senior LendersAgent, in the name of such Subordinated Creditor, to demand, xxx for, collect and receive any and all such DistributionsDistributions (other than Reorganization Subordinated Securities). (ce) Subordinated Creditor agrees not to initiate, prosecute or participate If any Senior Lender is required in any claimInsolvency Proceeding or otherwise to turn over, action disgorge or other proceeding challenging otherwise pay to the enforceability, validity, perfection or priority estate of any Loan Party any amount paid in respect of the Senior Debt or any liens and security interests securing (a “Senior Recovery”), then such Senior Lender shall be entitled to a reinstatement of the Senior DebtDebt with respect to all such recovered amounts, and all rights, interests, priorities and privileges recognized in this agreement shall apply with respect to any such Senior Recovery. If this Agreement shall have been terminated prior to such Senior Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto from such date of reinstatement. (df) Each Subordinated Creditor agrees to execute, verify, deliver and file any claims or proofs of claim in respect of the Subordinated Debt requested by the Senior Agent in connection with any such Insolvency Proceeding and hereby irrevocably authorizes, empowers and appoints the Senior Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such claim or proofs of claim upon the failure of a Subordinated Creditor promptly to do so prior to 20 days before the expiration of the time to file any such claim or proof of claim and (ii) vote such claim in any such Insolvency Proceeding upon the failure of a Subordinated Creditor to do so prior to 10 days before the expiration of the time to vote any such claim; provided the Senior Agent shall not have any obligation to execute, verify, deliver, file and/or vote any such claim or proof of claim. In the event that the Senior Agent votes any claim in accordance with the authority granted hereby, no Subordinated Creditor shall be entitled to change or withdraw such vote. (g) Each Subordinated Creditor agrees that prior to the Payment in Full of the Senior Debt, the Senior Agent and the Senior Lenders may consent to the use of cash collateral or provide financing to the Company Loan Parties on such terms and conditions and in such amounts as the Senior Agent and the Senior Lenders, Lenders in their sole discretion, may decide and, in connection therewith, prior to the Company Payment in Full of the Senior Debt, the Loan Parties may grant to the Senior Agent and the Senior Lenders liens and security interests upon all of the property of the CompanyLoan Parties, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt Indebtedness arose prior to the commencement of any Insolvency Proceeding or at any time thereafter) and all other financing provided by the Senior Agent and the Senior Lenders during such Proceeding the Insolvency Proceeding, and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. each Subordinated Creditor agrees that it he will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any of the foregoing. Each Subordinated Creditor agrees that he will not object to or oppose a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of such Subordinated Creditor under Section 363 of the Bankruptcy Code (or any foreign equivalent) or any other provision of the Bankruptcy Code (or applicable law any foreign equivalent) if the Senior Agent and the Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; disposition. No Subordinated Creditor agrees shall assert any objection (or support any other Person’s objection) to object to any request by the Senior Agent and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to the Senior Lenders for “adequate protection” or assert any right it he may have to “adequate protection” of Subordinated Creditorsuch Person’s interest in any Collateral in any Insolvency Proceeding and each Subordinated Creditor agrees that it he will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of the Senior Agent. Each Subordinated Creditor waives any claim it he may now or hereafter have arising out of Agentthe Senior Agent or any Senior Lender’s or Senior Lenders’ election, in any Insolvency Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrowerany Loan Party, as debtor in possession. Each Subordinated Creditor further agrees that it will shall not seek to participate vote in a manner or participate on take any creditor’s committee without other action which may impair or adversely affect the Senior Agent’s prior written consentor the Senior Lenders’ interests, rights and remedies under the Senior Credit Agreement or this Agreement. (eh) Notwithstanding anything to the contrary in this Section 2.2 or Section 2.4 in any Insolvency Proceeding commenced against any Loan Party (other than by a Subordinated Creditor) or by any Loan Party, each Subordinated Creditor agrees to execute, verify, deliver and may (i) file any proofs a proof of claim or statement of interest with respect to the Subordinated Debt and (ii) take any other action, including (A) filing any necessary responsive or defensive pleadings in respect opposition to any motion or other pleading made by any Person objecting to or otherwise seeking the disallowance of any claims of the Subordinated Debt requested by Agent (other than any affirmative defense or counterclaim in connection with respect of a claim that would not otherwise be permitted to be made under the terms hereof) and (B) voting on any such Proceeding plan of reorganization that is not, in the sole and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration absolute opinion of the time to file any such proof Required Lenders under the Senior Credit Agreement, inconsistent with the terms of claim and this Agreement, in each case under this clause (ii) vote such claim that is not adverse in any such Proceeding upon respect to the failure of Subordinated Creditor to do so prior to 15 days before Senior Agent or Senior Lenders, the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part payment priority of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any rights of the Senior Debt is rescinded Agent or must Senior Lenders to exercise remedies in respect thereof or otherwise be returned by any holder in violation of Senior Debt or any representative of such holderthis Agreement.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or with respect to any Subsidiary of the CompanyObligor: (a) All Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to any Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Each Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. Each Subordinated Creditor also hereby irrevocably authorizes authorizes, empowers and empowers appoints Senior Lenders, Agent as its agent and attorney in the name of Subordinated Creditor, fact to demand, xxx sue for, collect and receive any and all such Distributions upon prior written demand from the Senior Agent to such Subordinated Creditor; provided that such Distributions are to be held and/or applied by Senior Agent in accordance with the terms of the Senior Debt Documents until all Senior Debt is Paid in Full, and provided further that Senior Agent shall not have any obligation to demand, sue for, collect and receive any such Distributions. (c) The Subordinated Creditor agrees not Creditors shall retain, exclusively, all rights to initiate, prosecute or participate enforce and to vote all proofs of claim and otherwise to act in any claimProceeding in their capacity as Subordinated Creditors (including the right to vote to accept or reject any plan of reorganization, action composition, arrangement or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (dliquidation) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing fullest extent provided by Senior Lenders during applicable law (it being understood that such Proceeding rights shall not be interpreted to modify the rights, agreements and (ii) shall be superior in priority to the liens and security interests, if any, in favor obligations of Subordinated Creditor on the property of the CompanyCreditors under this Agreement). Each Subordinated Creditor agrees that it will not object to vote its claim, or take any other action, in such Proceeding in any manner inconsistent with the terms of this Agreement. Without limiting the generality of the foregoing. , each Subordinated Creditor agrees that it will: will not (xi) not seek contest or object to provide financing to any request by or on behalf of the Company in any Proceeding; Senior Creditors for adequate protection, (yii) support, and not object to endorse, propose, submit, whether directly or oppose indirectly, any sale or other disposition plan of reorganization for any property (Obligor or any process pertaining to such sale subsidiary thereof that provides for or other disposition contemplates the impairment of any property) securing all of any part repayment of the Senior Debt free (or any portion thereof) unless the Required Secured Parties (acting in their sole discretion) shall have consented thereto in writing, (iii) take (or support any Person in taking) any action, vote any proofs of claim, or vote on any plan of reorganization in any manner that would have the effect of impairing or reducing the amount of or the interest rate on or delaying the time of payment of any Senior Debt or be inconsistent with the terms of this Agreement, (iv) take (or support any Person in taking) any action to (A) contest the validity, perfection, priority or enforceability of any Senior Debt, any Lien or security interest of any Senior Creditor in any assets or property of any Obligor or any guarantee thereof, (B) contest the relative rights and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 duties of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted Creditors with respect to any Collateral without collateral securing or purporting to secure the prior written consent Senior Debt, or (C) contest, impair, reduce or adversely affect the Subordinated Creditors’ obligations and agreements set forth in this Agreement, (v) seek or request relief from or modification of Agent. Subordinated Creditor waives the automatic stay or any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, other stay in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2with respect to any Obligor or (vi) of the Bankruptcy Code, and/or any borrowing oppose or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate challenge (or participate on support any creditor’s committee without Agent’s prior written consentPerson in opposing or seeking to challenge) any claim by the Senior Agent or any other Senior Creditor for allowance in any Proceeding of Senior Debt consisting of Post-Petition Interest, premiums, fees or expenses. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (fd) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders Creditors and Subordinated Creditor Creditors even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder. (e) Upon any payment or distribution of assets of any Obligor, the Subordinated Creditors shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such Proceeding is pending for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or this Section 2.2. (f) Until the Senior Debt is Paid in Full, no Subordinated Creditor shall consent to the use of “cash collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) nor provide any financing that would be senior to or pari passu with the Senior Debt under Section 364 of the Bankruptcy Code, or support any other Person in providing such financing, unless the Senior Agent (acting upon an Act of Required Secured Parties (acting in their sole discretion)) shall have agreed to such use of cash collateral or financing, and no Subordinated Creditor shall raise any objection (or support any other Person objecting) to any such use of cash collateral or financing supported by the Senior Agent or other Senior Creditors. (g) If, in any Proceeding, debt securities of any reorganized Obligor are distributed pursuant to a plan of reorganization, arrangement, compromise or liquidation or similar dispositive restructuring plan on account of the Senior Debt and/or the Subordinated Debt, then any such debt securities distributed to the Senior Creditors shall constitute Senior Debt hereunder and any such debt securities distributed to any Subordinated Creditor shall constitute Subordinated Debt hereunder, and the provisions of this Agreement will survive the distribution of such debt securities pursuant to such plan and will apply with like effect to such debt securities. (h) If any Senior Creditor is required in any Proceeding or otherwise to turn over or otherwise pay to the estate of any Obligor any amount paid in respect of Senior Debt (a “Recovery”), then such Senior Creditor shall be entitled to a reinstatement of its Senior Debt with respect to all such recovered amounts on the date of such Recovery, and from and after the date of such reinstatement the Senior Debt shall be deemed not to have been Paid in Full for all purposes hereunder. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. This Section 2.3(h) shall survive termination of this Agreement.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Insolvency Proceeding involving the Company or any Subsidiary of the CompanyObligor: (a) All Senior Debt Obligations shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any the Subordinated DebtObligations. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt Obligations shall be paid or delivered directly to Senior Lenders Creditor (to be held and/or applied by Senior Lenders Creditor in accordance with the terms of the Senior Debt Credit Documents) until all Senior Debt is Obligations are Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, interim receiver, trustee, liquidator, custodian, conservator conservator, monitor or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersCreditor for application to the Senior Obligations until Payment in Full of the Senior Obligations. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersCreditor, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. Subordinated Creditor will duly and promptly take such action, at the expense of the Obligors, as Senior Creditor may reasonably request (x) to collect the Subordinated Obligation for the account of Senior Creditor and to file appropriate claims or proofs of claim with respect thereto, (y) to execute and deliver to Senior Creditor such powers of attorney, assignments or other instruments as Senior Creditor may request in order to enable it to enforce any and all claims with respect to the Subordinated Obligation, and (z) to collect and receive for the account of Senior Creditor any and all payments and other Distributions which may be payable or deliverable upon or with respect to the Subordinated Obligation, until the Payment in Full of the Senior Obligation. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt Obligations requested by Agent Senior Creditor in connection with any such Insolvency Proceeding and hereby irrevocably authorizes, empowers and appoints Agent Senior Creditor as its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Insolvency Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent provided, Senior Creditor shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent Senior Creditor votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw any such vote. Notwithstanding the foregoing, nothing in this Agreement shall restrict or impair the right of Subordinated Creditor to vote its claim in respect of the Subordinated Obligations in any Insolvency Proceeding; provided that, without the prior written consent of Senior Creditor, Subordinated Creditor may not vote in favor of a plan of reorganization in an Insolvency Proceeding that contravenes the priority or subordination provisions of this Agreement. (fd) Subordinated Creditor agrees that it will consent to, and not object to or oppose any use of cash collateral consented to by Senior Creditor or any financing provided by Senior Creditor to any Obligor or any of its subsidiaries during an Insolvency Proceeding (or any financing provided by any other Person consented to by Senior Creditor) (collectively, “DIP Financing”) on such terms and conditions as Senior Creditor, in its sole discretion, may decide. In connection therewith, any Obligor may grant to Senior Creditor Liens and security interests upon all of the property of such Obligor, which Liens and security interests (i) shall secure payment of all Senior Obligations (whether such Senior Obligations arose prior to the commencement of any Insolvency Proceeding or at any time thereafter) and DIP Financing provided by Senior Creditor or consented to by Senior Creditor during the Insolvency Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of such Obligor. Subordinated Creditor waives any claim it may now or hereafter have arising out of Senior Creditor’s election, in any Insolvency Proceeding, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by any Obligor, as debtor-in-possession. Subordinated Creditor further agrees that it shall not, without Senior Creditor’s prior written consent, (i) commence or continue any Insolvency Proceeding or (ii) propose any plan of reorganization, compromise, arrangement or proposal or file any motion, pleading or material in support of any motion or plan of reorganization, compromise, arrangement or proposal that (x) is in conflict with the terms of this Agreement or (y) is opposed by Senior Creditor, unless such plan of reorganization, compromise, arrangement or proposal provides for Payment in Full of the Senior Obligations concurrently with the effective time of such plan, compromise, arrangement or proposal. (e) This Agreement shall constitute a “subordination agreement” for the purposes of Section 510(a) of the Bankruptcy Code and shall be enforceable in any Insolvency Proceeding in accordance with its terms. The Senior Debt Obligations shall continue to be treated as Senior Debt Obligations and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders Creditor and Subordinated Creditor even if all or part of the Senior Debt Obligations or the security interests Liens securing the Senior Debt Obligations are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Insolvency Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt Obligations is rescinded or must otherwise be returned by any holder of Senior Debt Obligations or any representative of such holderholder (a “Senior Recovery”) and all rights, interests, priorities and privileges recognized in this Agreement shall apply with respect to any such Senior Recovery. If this Agreement shall have been terminated prior to such Senior Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto from such date of reinstatement. All references in this Agreement to any Obligor shall include such Obligor as a debtor-in-possession and any receiver or trustee for such Obligor in any Insolvency Proceeding. (f) Without limiting the foregoing provisions of this Section 2.5 and subject to the other express provisions of this Agreement, in any Insolvency Proceeding involving the Obligors, Subordinated Creditor may exercise rights and remedies generally available to holders of unsecured claims against Obligors.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Insolvency or Liquidation Proceeding that is continuing involving the Company: This Agreement shall 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 debtor-in-possession and to any Person claiming through or any Subsidiary on their behalf, including a trustee in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee or agent for the estate of the Company: (a) , or otherwise. All Senior Debt Lien Obligations shall first be Paid paid in Full full before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor any Junior Lien Claimholder (or any Person claiming through or on behalf of any Junior Lien Claimholder, including a trustee in bankruptcy, receiver, assignee for the benefit of creditors, liquidating trustee or agent, or otherwise) on account of any Subordinated Debt. (b) Junior Lien Obligations. Any Distribution, whether in cash, securities or other property property, which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt Junior Lien Obligations shall be paid or delivered directly to the Designated Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) Lien Collateral Agent until all Senior Debt is Paid Lien Obligations are paid in Fullfull. Subordinated Creditor Each Junior Lien Claimholder by its acceptance of the Junior Lien Documents irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions in respect of the Junior Lien Obligations to the Designated Senior LendersCollateral Agent. Subordinated Creditor Each Junior Lien Claimholder by its acceptance of the Junior Lien Documents also irrevocably authorizes and empowers the Designated Senior LendersLien Collateral Agent, in the name of Subordinated Creditorsuch Junior Lien Claimholder, to demand, xxx sue for, collect and receive any and all such Distributions. (c) Subordinated Creditor . Neither any Senior Lien Collateral Agent nor any Senior Lien Claimholder shall have any liability to any Junior Lien Claimholder in connection with any action taken pursuant to this paragraph. Each Junior Lien Claimholder by its acceptance of the Junior Lien Documents agrees not to initiate, prosecute prosecute, support or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt Lien Obligations or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders Lien Obligations. Each Junior Lien Claimholder may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such voteJunior Lien Obligations. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior a. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency Proceeding. All references in this Agreement to Payment any Borrower shall include such Person as a debtor-in-possession and any receiver or trustee for such Person in Full of all Senior Debt, in any Insolvency Proceeding. b. In the event of any Insolvency Proceeding involving the Company or any Subsidiary of the CompanyBorrower: (a) i. All Senior Debt shall first be Paid in Full and all commitments to lend under the Senior Loan Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to Subordinated any Junior Creditor on account of any Subordinated Junior Debt. (b) ii. Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Junior Debt shall be paid or delivered directly to the Senior Lenders (to be held and/or Creditor, and applied by Senior Lenders in accordance with the terms of the Senior Debt Loan Documents) until all Senior Debt is Paid in Full. Subordinated Each Junior Creditor irrevocably authorizes, empowers empowers, and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to the Senior LendersCreditor as set forth above. Subordinated Each Junior Creditor also irrevocably authorizes and empowers the Senior LendersCreditor, in the name of Subordinated such Junior Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated iii. Each Junior Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of any portion of the Senior Debt or any liens Liens and security interests securing any portion of the Senior Debt. (d) Subordinated iv. Each Junior Creditor agrees that Agent and the Senior Lenders Creditor may consent to the use of cash collateral or provide debtor-in-possession financing to the Company Borrowers on such terms and conditions and in such amounts as Agent and the Senior LendersCreditor, in their its sole discretion, may decide and, in connection therewith, the Company Borrowers may grant to Agent and the Senior Lenders Creditor liens and security interests upon all of the property of the CompanyBorrowers, which liens and security interests (i) shall secure payment of all Senior Debt owing to the Senior Creditor (whether such Senior Debt arose prior to the commencement of any Insolvency Proceeding or at any time thereafter) and all other financing provided by the Senior Lenders Creditor during such Insolvency Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, Liens in favor of Subordinated any Junior Creditor on the property of the CompanyBorrowers. Subordinated Each Junior Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any such cash collateral usage or debtor-in-possession financing or any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens liens, or other claims of Subordinated any Junior Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law Code, if Agent and the Senior Lenders have Creditor has consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writingdisposition. Subordinated Each Junior Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated such Junior Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agentthe Senior Creditor; provided that, the Senior Creditor will not object to any request by any Junior Creditor for adequate protection replacement liens on all pre-petition and post-petition property of the Borrowers upon which the Senior Creditor is also granted adequate protection replacement liens, with such liens in favor of such Junior Creditor being subject in all respects to this Agreement; provided further that other than such replacement liens no Junior Creditor will seek any other form of adequate protection. Subordinated Each Junior Creditor waives any claim it may now or hereafter have arising out of Agentthe Senior Creditor’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy CodeInsolvency Proceeding, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by any Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated v. Each Junior Creditor agrees to execute, verify, deliver deliver, and file any proofs of claim in respect of the Subordinated Junior Debt reasonably requested by Agent the Senior Creditor in connection with any such Insolvency Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact authorizes the Senior Creditor to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated such Junior Creditor promptly to do so prior to 30 days three (3) Business Days before the expiration of the time to file any such proof of claim and (ii) claim; provided, however, that the Senior Creditor shall not be permitted to vote such claim and all voting rights with respect thereto shall be retained by the Junior Creditors. Each of the Junior Creditors agrees not to vote for any plan of reorganization that does not provide for the prior payment in full of the Senior Debt or otherwise vote its claims or interests in any Insolvency Proceeding (including voting for, or supporting, confirmation of any plans of reorganization) in a manner that would be inconsistent with such Proceeding upon Junior Creditor’s covenants and agreements contained herein. For the failure avoidance of Subordinated doubt, the Senior Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no affirmative obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes claim on behalf of any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such voteJunior Creditor. (f) vi. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of the Senior Lenders Creditor and Subordinated Creditor the Junior Creditors even if all or part of the Senior Debt or the Liens or security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated invalidated, or disallowed in connection with any such Insolvency Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder. vii. Each of the Borrowers, the Senior Creditor and each Junior Creditor acknowledges and agrees with respect to the Collateral that (i) the grants of Liens on the Collateral pursuant to the Senior Loan Documents and the Junior Loan Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Debt and the Junior Debt are fundamentally different from one another and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding of any Borrower. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is determined by a court of competent jurisdiction that the claims of the Senior Creditor and the Junior Creditors in respect of any Collateral, constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Senior Creditor shall be entitled to receive, in addition to amounts distributed to it from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees, costs and other charges, irrespective of whether a claim for such amounts is allowed or allowable in such liquidation or Insolvency Proceeding, before any Distribution from, or in respect of, any such Collateral is made in respect of the claims held by any Junior Creditor with each Junior Creditor hereby acknowledging and agreeing to turn over to the Senior Creditor amounts otherwise received or receivable by it to the extent necessary to effectuate the intent of this sentence, regardless of whether such turnover has the effect of reducing the claim or recovery of such Junior Creditor.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyBorrower: (aA) All Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor the Subordinate Lender on account of any Subordinate Note (other than a Distribution of Reorganization Subordinated DebtSecurities and/or Permitted Subordinate Note Payments made in compliance with the terms hereof). (bB) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinate Note (other than a Distribution of Reorganization Subordinated Debt Securities and/or Permitted Subordinate Note Payments made in accordance with Section 2) shall be paid or delivered directly to the Senior Lenders Lender (to be held and/or applied by Senior Lenders Lender in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor The Subordinate Lender irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such applicable Distributions to Senior LendersLender, for the benefit of the Senior Lender, for application to the Senior Debt until Payment in Full of all Senior Debt. Subordinated Creditor The Subordinate Lender also irrevocably authorizes and empowers Senior LendersLender, in the name of Subordinated Creditorthe Subordinate Lender, to demand, xxx for, collect and receive any and all such Distributions. (cC) Subordinated Creditor The Subordinate Lender agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior DebtDebt and further agrees not to oppose or object to any adequate protection sought by or granted to Senior Lender with respect to the Collateral. (dD) Subordinated Creditor The Subordinate Lender agrees that Agent and Senior Lenders Lender may consent to the use of cash collateral or provide (or consent to any other Person providing) financing to the Company Borrower (or trustee) on such terms and conditions and in such amounts as Agent and Senior LendersLender, in their it’s sole discretion, may decide and, in connection therewith, the Company Borrower (or trustee) may grant to Agent and Senior Lenders Lender (or such other Person providing financing) liens and security interests upon all of the property of the Companyits property, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders Lender (or such other Persons providing financing) during such the Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor Subordinate Lender on the property of the CompanyBorrower. Subordinated Creditor If Senior Lender objects to any motion by the Borrower (or trustee) for use of cash collateral or to incur financing in a Proceeding, then, upon Senior Lender's written request, the Subordinate Lender will not support such opposition to Senior Lender’s objection. The Subordinate Lender agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) supportor oppose, and not object to or oppose any will consent to, a sale process, sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor the Subordinate Lender under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders Lender have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not proposeand, if requested by Senior Lender in writing, the Subordinate Lender will object to any such sale or other disposition). The Subordinate Lender shall not, directly or indirectly, seek and/or support confirmation of to provide any plan financing in any Proceeding secured by liens equal or senior to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writingthe liens securing the Senior Debt without Senior Lender's prior written consent. Subordinated Creditor The Subordinate Lender agrees not to assert any right rights under Sections 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, except any rights it may have to “adequate protection” protection of Subordinated Creditor’s its interest in any Collateral in any Proceeding and agrees that it will not seek to have Proceeding. Any claim of the automatic stay lifted with respect to any Collateral without Subordinate Lender arising during a Proceeding, including a claim under Section 507(b) of the prior written consent of AgentBankruptcy Code, shall constitute a claim under this Subordination Agreement. Subordinated Creditor The Subordinate Lender waives any claim it may now or hereafter have arising out of AgentSenior Lender’s or Senior LendersLender’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by the Borrower, as debtor in possession. Subordinated Creditor The Subordinate Lender further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s Senior Lender's prior written consent. (eE) Subordinated Creditor The Subordinate Lender agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact not to (i) executeinitiate or prosecute or join with any other Person to initiate or prosecute any claim, verifyaction or other proceeding opposing a motion by Senior Lender to lift the automatic stay, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) in its capacity as the holder of a secured claim, (a) propose, vote such claim to accept, or otherwise support confirmation of a plan opposed by Senior Lender, or vote to reject, object to the confirmation of, or otherwise oppose confirmation of a plan supported by Senior Lender, (b) seek the dismissal or conversion of a Proceeding or (c) seek the appointment of a trustee, receiver or examiner in any such Proceeding upon a Proceeding, or (iii) seek to have the failure automatic stay of Subordinated Creditor to do so prior to 15 days before the expiration Section 362 of the time Bankruptcy Code (or any similar stay under any other applicable law) lifted or modified with respect to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such voteCollateral. (fF) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Subordination Agreement shall continue to govern the relative rights and priorities of Senior Lenders Lender and Subordinated Creditor Subordinate Lender even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Subordination Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder. (G) The parties acknowledge and agree that (i) the claims and interests of Senior Lender under the Senior Debt Documents are substantially different from the claims and interests of the Subordinate Lender under the Subordinate Note Documents and (ii) such claims and interests should be treated as separate classes for purposes of Section 1122 of the Bankruptcy Code. (H) It is acknowledged and agreed that this Subordination Agreement shall constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyBorrower: (a) All Senior Debt shall first be Paid in Full before any Any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which that would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt Loan, shall be paid or delivered directly to the Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Loan Documents) until all of the Senior Debt is Loans are Paid in Full. Subordinated Creditor Lender irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor Lender also irrevocably authorizes and empowers Senior Lenders, in the name of Subordinated CreditorLender, to demand, xxx for, collect and receive any and all such Distributions. (cb) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor Lender agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company Borrower on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company Borrower may grant to Agent and Senior Lenders liens and security interests upon all of the property of the CompanyBorrower, which liens and security interests (i) shall secure payment of all the Senior Debt Loans (whether such Senior Debt Loans arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding the Proceeding, and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor Lender on the property of the CompanyBorrower. Subordinated Creditor Lender agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt Loans free and clear of security interests, liens or other claims of Subordinated Creditor Lender under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writingdisposition. Subordinated Creditor Lender agrees not to assert any right it may have to “adequate protection” of Subordinated CreditorLender’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of AgentProceeding. Subordinated Creditor Lender waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by the Borrower, as debtor in possession. Subordinated Creditor Lender further agrees that it will not seek to participate or participate on any creditor’s creditors’ committee of the Borrower without Agent’s Senior Lenders’ prior written consent. (ec) Subordinated Creditor Lender agrees to execute, verify, deliver and file any proofs ​ ​ ​ of claim in respect of the Subordinated Debt Loans requested by Agent Senior Lenders in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent Senior Lenders as its agent and attorney-in-in­ fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor Lender promptly to do so prior to 30 thirty (30) days before the expiration of the time to file any such proof of claim claim, and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor Lender to do so prior to 15 fifteen (15) days before the expiration of the time to vote any such claim; provided Agent provided, however, that Senior Lenders shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes Senior Lenders vote any claim in accordance with the authority granted hereby, Subordinated Creditor Lender shall not be entitled to change or withdraw such vote. Subordinated Lender hereby assigns to Senior Lenders or their nominee (and will, upon request of Senior Lenders, reconfirm in writing the assignment to Senior Lenders or its nominee of) all of its rights under such claims. (fd) The Senior Debt Loans shall continue to be treated as the Senior Debt Loans and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor Lender even if all or part of the Senior Debt Loans or the security interests securing the Senior Debt Loans are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt Loans is rescinded or must otherwise be returned by any holder of the Senior Debt Loans or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or Borrower, then and in any Subsidiary of the Company: such event, (a) All all Senior Debt shall first be Paid paid in Full full in cash and all commitments to lend under the Senior Credit Agreement shall be terminated before any Distribution, whether in cash, securities or other propertyproperty (other than Permitted Securities and interest payable in kind), shall be made to Subordinated Creditor Administrative Agent or any Lender on account of any Subordinated Debt. the Obligations; (b) Any any Distribution, whether in cash, property or securities or (other property than Permitted Securities and interest payable in kind) which would otherwise, but for the terms hereofof this Article XII, be payable or deliverable in upon or with respect to any or all of the Subordinated Debt Obligations shall be paid or delivered directly to Senior Lenders Administrative Agent (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt DocumentsCredit Agreement) until all Senior Debt is Paid paid in Fullfull in cash and all commitments to lend under the Senior Credit Agreement shall have been terminated, and until the Senior Debt shall have been paid in full in cash and all commitments to lend under the Senior Credit Agreement shall have terminated, no Distribution (other than Permitted Securities and interest payable in kind) shall be made in respect of the Obligations; (c) Administrative Agent and each Lender hereby agree not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt; (d) Administrative Agent and each Lender hereby agrees to execute, verify, deliver and file any proofs of claim in respect of the Obligations requested by Senior Administrative Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Senior Administrative Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim and (ii) vote such claim in any such Proceeding; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim; and (e) the Senior Debt shall continue to be treated as Senior Debt and the provisions of this Article XII shall continue to govern the relative rights and priorities of the holders of the Senior Debt, on the one hand, and Administrative Agent and the Lenders, on the other hand, even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Article XII shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder. Subordinated Creditor Administrative Agent and each Lender irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAdministrative Agent. Subordinated Creditor Administrative Agent and each Lender also irrevocably authorizes authorize and empowers empower Senior LendersAdministrative Agent, in the name of Subordinated CreditorAdministrative Agent and Lenders, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company Company, unless and until such Proceeding is dismissed or any Subsidiary of the Companyotherwise terminated: (a) All Senior Debt Obligations shall first be indefeasibly Paid in Full in accordance with the terms of the Affinity Agreement and all commitments to fund the Facility under the Senior Obligation Documents shall be terminated before any Distribution, whether in cash, securities or other property, and shall be made to the Subordinated Creditor Investor on account of any Subordinated DebtObligations. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt Obligations shall be paid or delivered directly to Senior Lenders Barclays (to be held and/or applied by Senior Lenders Barclays in accordance with the terms of the Senior Debt Obligation Documents) until all Senior Debt is Obligations are Paid in FullFull in accordance with the terms of the Affinity Agreement and all commitments to fund the Facility under the Senior Obligation Documents shall have been terminated. The Subordinated Creditor Investor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersBarclays. The Subordinated Creditor Investor also irrevocably authorizes and empowers Senior LendersBarclays, in the name of the Subordinated CreditorInvestor, to demand, xxx for, collect and receive any and all such Distributions. (c) The Subordinated Creditor Investor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior DebtObligations. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted Solely with respect to any Collateral without the prior written consent that portion of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ electionan Investment structured as a debt investment (a “Debt Investment”), in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and Investor hereby irrevocably authorizes, empowers and appoints Agent Barclays its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly with respect to do so prior to 30 days before the expiration of the time to file any such proof of claim Debt Investment and (ii) vote such Debt investment claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any long as such claimDebt Investment remains a debt investment; provided Agent Barclays shall have no obligation to execute, verify, deliver, deliver and/or file and/or vote any such proof of claim or to vote any such claim. In the event that Agent Barclays votes any debt investment claim in accordance with the authority granted hereby, the Subordinated Creditor Investor shall not be entitled to change or withdraw such vote. Notwithstanding the foregoing, in the event that Barclays has not filed a proof of claim with respect to a Debt Investment prior to the date that is ***** prior to the bar date, Subordinated Investor may file such proof of claim; provided, that the foregoing shall not affect Barclays’ right to vote such Debt Investment claim as provided in clause (ii) of this subsection. (fe) The Senior Debt Obligations shall continue to be treated as Senior Debt Obligations and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders Barclays and the Subordinated Creditor Investor even if all or part of the Senior Debt or the security interests securing the Senior Debt Obligations are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt Obligations is rescinded or must otherwise be returned by any holder of Senior Debt Obligations or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company Credit Party, or any Subsidiary sale, transfer or other disposition of all or substantially all of the Companyassets of the Credit Party: (a) All Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated The Junior Creditor agrees that Agent and the Senior Lenders Creditor may consent to the use of cash collateral or provide the provision of financing by the Senior Creditor to the Company Credit Party on such terms and conditions and in such amounts as Agent and the Senior LendersCreditor, in their its sole discretion, may decide andand that, in connection therewithwith such use of cash collateral or such financing, as the case may be, the Company Credit Party (or a trustee appointed for the estate of the Credit Party) may grant to Agent and the Senior Lenders liens and security interests upon Creditor, Liens on all of the property of the Companysuch Credit Party’s Property, which liens and security interests Liens: (i) shall secure payment payment, performance and observance of all Senior Debt Indebtedness (whether such Senior Debt Indebtedness arose prior to the commencement of any Proceeding or at any time anytime thereafter) and all other financing provided by Senior Lenders during such Proceeding ); and (ii) shall be superior in priority to the liens and security interests, if any, Liens in favor of Subordinated the Junior Creditor on the property any Property of the CompanyCredit Party. Subordinated Each Junior Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition Property of any property) Credit Party securing all of or any part of the Senior Debt Indebtedness free and clear of security interests, liens Liens or other claims of Subordinated the Junior Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or other applicable law if Agent and the Senior Lenders have Creditor has consented to such sale or disposition and are releasing their security the respective interests of the Senior Creditor and liens as well; and (z) not proposethe Junior Creditor attach to the proceeds thereof, seek and/or support confirmation of subject in any plan event to which Agent has not consented to in writing; Subordinated the provisions hereof. The Junior Creditor agrees that to object to and vote to reject confirmation of the extent it receives any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s for any interest it may have in any Collateral in any Proceeding Proceeding, it will (A) if such “adequate protection” is in the form of cash or cash equivalents, deliver such “adequate protection” to the Senior Creditor to be applied to, or held as collateral for (and, if liquidated, applied against), the Senior Indebtedness and (B) if such “adequate protection” is in any other form, assign such “adequate protection” to the Senior Creditor to be held as collateral for (and, if liquidated, applied against) the Senior Indebtedness, in each case until all Senior Indebtedness has been fully satisfied or is no longer outstanding. The Junior Creditor agrees that it will not seek to have the automatic stay lifted with respect to any Collateral Collateral, to appoint a Chapter 11 trustee under Section 1104 of the Bankruptcy Code or to convert or dismiss such Proceeding under Section 1112 of the Bankruptcy Code, in each case without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or the Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consentCreditor. (eb) Subordinated The Senior Creditor agrees and the Junior Creditor agree not to, directly or indirectly, take any action or vote in any way that would be in violation of, or inconsistent with, or result in a breach of, this Agreement or challenge or contest (i) the validity, perfection, priority or enforceability of any Lien held by the Senior Creditor, or by the Junior Creditor as the case may be, to executesecure the payment, verifyperformance or observance of all or any part of the Senior Indebtedness or Junior Indebtedness, deliver respectively, (ii) the rights of the Senior Creditor, or the Junior Creditor as the case may be, set forth in this Agreement with respect to any such Lien, or (iii) the validity or enforceability of any of the Senior Credit Documents or Junior Credit Documents or any term, condition or provision of this Agreement; provided, that nothing in this Section 5(b) is intended or shall be deemed or construed to limit in any way the ability of the Senior Creditor or the Junior Creditor, as the case may be, to enforce all of the terms and file provisions of this Agreement. (c) The Senior Indebtedness shall first be paid in full in cash, stock or property acceptable to the Senior Creditor before the Junior Creditor shall be entitled to receive and to retain any proofs of claim payment or distribution in respect of the Subordinated Debt requested by Agent Junior Indebtedness, and, in connection with order to implement the foregoing, all payments and distributions of any such Proceeding kind or character in respect of the Junior Indebtedness to which the Junior Creditor would otherwise be entitled if the Junior Indebtedness were not subordinated pursuant to this Agreement shall be made directly to the Senior Creditor. Subject to the limitation set forth in the next sentence, the Junior Creditor may be permitted to file proofs of claim. The Junior Creditor agrees to and hereby irrevocably authorizes, empowers and appoints Agent the Senior Creditor as its agent and attorney-in-fact to (i) execute, verify, deliver and file such all proofs of claim (upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Junior Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim) and other pleadings and motions with respect to the Credit Party and the Collateral in any Proceeding for the full outstanding amount of the Junior Indebtedness; (ii) vote any such claim in any such Proceeding that adversely affects the Senior Creditor; and (iii) execute and deliver any document or instrument that the Junior Creditor is required to deliver pursuant to this Section 5(c). In the event that Agent the Senior Creditor votes any claim in accordance with the authority granted hereby, Subordinated the Junior Creditor shall not be entitled to change or withdraw such vote. The Junior Creditor also agrees that it shall at no time hereunder authorize the formation, become a member or participate in the activities, either directly or indirectly, of any creditor’s committee in the Proceeding. (fd) The Senior Debt Junior Creditor agrees that it shall continue not commence, file or cause to be treated as Senior Debt and filed or otherwise support any insolvency proceeding (which shall include the appointment of any Receiver) under the provisions of this Agreement any local, state or federal law or in the jurisdiction of any domestic or foreign court against or with respect to the Credit Party until ninety (90) days have lapsed from the date the Senior Indebtedness is paid in full in cash, stock or property acceptable to the Senior Creditor. Nothing contained herein shall continue be construed to govern prohibit Junior Creditor from filing proofs of claim or participating in an insolvency proceeding commenced by the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all Credit Party or part other creditors of the Senior Debt Credit Party. In the event the Junior Creditor violates this provision and files or causes to be filed or otherwise supports or becomes involved in any such insolvency proceeding prior to the security interests securing ninety-first (91) day after the Senior Debt are subordinatedIndebtedness is paid in full, set aside, avoided, invalidated the Junior Creditor agrees to indemnify the Senior Creditor for any liability or disallowed in connection with any damage incurred as a result of such Proceeding. (e) The Junior Creditor shall execute and deliver to the Senior Creditor all such instruments and other documentation confirming the above authorizations and all such proofs of claim, assignments of claim and other instruments and documentation, and this Agreement shall take all such other action as may be reinstated if at any time any payment of any of reasonably requested by the Senior Debt is rescinded or must otherwise be returned by any holder Creditor to enforce such claims and carry out the intent of Senior Debt or any representative of such holderthis Section 5.

Liquidation; Dissolution; Bankruptcy. Prior Upon any payment or distribution of the assets of any Loan Party to Payment creditors upon a restructuring, reorganization, total or partial liquidation or a total or partial dissolution of any Loan Party or in Full an Insolvency Proceeding relating to any Loan Party or its respective properties or during the pendency of any Insolvency Proceeding: (a) holders of the Senior Indebtedness shall be entitled to receive indefeasible payment in full in cash of all Senior DebtIndebtedness before the Subordinated Holders shall be entitled to receive any payment on or with respect to the Subordinated Indebtedness; and (b) until the Senior Indebtedness Payment Date, in any distribution to which the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt shall first Subordinated Holders would be Paid in Full before any Distribution, whether in cash, securities or other property, entitled but for this Section 2 shall be made to Subordinated Creditor on account of any Subordinated Debt. Senior First Priority Secured Parties (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt DocumentsAgent on their behalf) until all Senior Debt as their interests may appear, except that Subordinated Holders may receive Permitted Payments. If no proof of claim is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate filed in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Insolvency Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without Subordinated Indebtedness by the tenth day prior written consent to the bar date for any such proof of Agent. claim, the Senior Agent may, after notice to the Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ electionHolder Representative, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of file such a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs proof of claim in respect on behalf of the Subordinated Debt requested Holders, and each Subordinated Holder (by Agent in connection with entering into the Subordinated Debenture Purchase Agreement and purchasing the Subordinated Debentures thereunder (or otherwise holding or owning any such Proceeding and Subordinated Indebtedness)) hereby irrevocably authorizes, empowers and appoints the Senior Agent as its agent and attorney-in-fact (which power of attorney is coupled with an interest and irrevocable) for such limited purpose; provided, that the foregoing shall not confer to (i) execute, verify, deliver and file such proofs the holder of claim upon any Senior Indebtedness the failure of Subordinated Creditor promptly right to do so prior to 30 days before the expiration vote on behalf of the time to file any such proof of claim and (ii) vote such claim Subordinated Holders in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such voteInsolvency Proceedings. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company Credit Party or any Subsidiary of the CompanyCredit Party: (a) All Senior Debt Obligations shall first be Paid indefeasibly paid in Full full in cash and all commitments to enter into commodities purchase transactions under the Senior Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to the Subordinated Creditor on account of any Subordinated DebtObligations (other than a distribution of Permitted Subordinated Obligations Payments consisting of Reorganization Subordinated Securities if the Subordinated Creditor and the Senior Creditor shall have entered into such supplements to or modifications to this Agreement as the Senior Creditor may reasonably request to reflect the continued subordination of the Reorganization Subordinated Securities to the Senior Obligations (or notes or other securities issued in substitution of all or a portion thereof) to the same extent as provided herein). (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt Obligations (other than a distribution of Reorganization Subordinated Securities if the Subordinated Creditor and the Senior Creditor shall have entered into such supplements to or modifications to this Agreement as the Senior Creditor may reasonably request to reflect the continued subordination of the Reorganization Subordinated Securities to the Senior Obligations (or notes or other securities issued in substitution of all or a portion thereof) to the same extent as provided herein) shall be paid or delivered directly to the Senior Lenders Creditor (to be held and/or applied by the Senior Lenders Creditor in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid Obligations are indefeasibly paid in Fullfull in cash and any and all commitments under the Senior Documents shall have been terminated. The Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to the Senior LendersCreditor. The Subordinated Creditor also irrevocably authorizes and empowers the Senior LendersCreditor, in the name of the Subordinated Creditor, to demand, xxx sxx for, collect and receive any and all such Distributions. (c) The Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt Obligations or any liens and security interests securing the Senior DebtObligations. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) The Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt Obligations requested by Agent the Senior Creditor in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent the Senior Creditor as its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of the Subordinated Creditor promptly to do so prior to 30 15 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of the Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent that the Senior Creditor shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent the Senior Creditor votes any claim in accordance with the authority granted hereby, the Subordinated Creditor shall not be entitled to change or withdraw such vote. (fe) The Senior Debt Obligations shall continue to be treated as Senior Debt Obligations and the provisions of this Agreement shall continue to govern the relative rights and priorities of the Senior Lenders Creditor and the Subordinated Creditor even if all or part of the Senior Debt Obligations or the security interests securing the Senior Debt Obligations are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt Obligations is rescinded or must otherwise be returned by any holder of Senior Debt Obligations or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company Borrower or any Subsidiary of the CompanyObligor: (a) All Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to the Subordinated Creditor Creditors on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to the Senior Lenders Agent (to be held and/or applied by Senior Lenders in accordance with for the terms benefit of the Senior Creditor and to be applied to the outstanding amount of Senior Debt Documentsheld by the Senior Creditor) until all Senior Debt is Paid in Full. Until the Senior Debt is Paid in Full, (i) each Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to the Senior Lenders. Agent for the benefit of the Senior Creditor, and (ii) each Subordinated Creditor also irrevocably authorizes and empowers the Senior LendersAgent, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Each Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Each Subordinated Creditor agrees that Agent and the Senior Lenders Creditor may consent to the use of cash collateral or provide financing to the Company Borrower on such terms and conditions and in such amounts as Agent and the Senior LendersCreditor, in their its sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Companydecide. Each Subordinated Creditor agrees that it will not to object to any of the foregoing. Each Subordinated Creditor agrees that it will: (xi) not seek to provide financing to the Company Borrower in any Proceeding; (yii) support, and not object to or oppose oppose, any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and the Senior Lenders Creditors have consented to such sale or disposition and are releasing their security interests and liens as welldisposition; and (ziii) not propose, seek and/or support confirmation of any plan to which Agent the Senior Creditor has not consented to in writing; each Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent the Senior Creditor has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Each Subordinated Creditor waives any claim it may now or hereafter have arising out of Agentthe Senior Creditor’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by the Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Each Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints the Senior Agent as its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim in respect of the Subordinated Debt upon the failure of any Subordinated Creditor promptly to do so prior to 30 days ten (10) Business Days before the expiration of the time to file any such proof of claim claim, and (ii) vote such claim in any such Proceeding upon the failure of any Subordinated Creditor to do so prior to 15 days five (5) Business Days before the expiration of the time to vote any such claim; provided provided, however, that the Senior Agent shall not have no any obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that the Senior Agent votes any claim in accordance with the authority granted hereby, no Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of the Senior Lenders Agent (for the benefit of the Senior Creditors) and the Subordinated Creditor Creditors even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyBorrower: (a) All Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt Loan shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Loan Documents) until all of the Senior Debt is Loans are Paid in Full. Each Subordinated Creditor Lender irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. Each Subordinated Creditor Lender also irrevocably authorizes and empowers Senior LendersAgent, in the name of Subordinated CreditorLender, to demand, xxx for, collect and receive any and all such Distributions. (cb) Each Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor Lender agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company any Loan Party on such terms and conditions and in such amounts as Agent and Senior LendersAgent, in their its sole discretion, may decide and, in connection therewith, the Company any Loan Party may grant to Agent and for the benefit of Senior Lenders liens and security interests upon all of the property of the Companyany Loan Party, which liens and security interests (i) shall secure payment of all the Senior Debt Loans (whether such Senior Debt Loans arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding the Proceeding, and (ii) shall be superior in priority to the liens and security interests, if any, in favor of each such Subordinated Creditor Lender on the property of the Companyany Loan Party. Each Subordinated Creditor Lender agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of or any part of the Senior Debt Loans free and clear of security interests, liens or other claims of Subordinated Creditor Lenders under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have has consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; disposition. Each Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor Lender agrees not to assert any right it may have to “adequate protection” of Subordinated CreditorLender’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Each Subordinated Creditor Lender waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (ec) Each Subordinated Creditor Lender agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt Loans requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of any Subordinated Creditor Lender promptly to do so prior to 30 thirty (30) days before the expiration of the time to file any such proof of claim claim, and (ii) vote such claim in any such Proceeding upon the failure of any Subordinated Creditor Lender to do so prior to 15 fifteen (15) days before the expiration of the time to vote any such claim; provided provided, however, that Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, the relevant Subordinated Creditor Lender shall not be entitled to change or withdraw such vote. Each Subordinated Lender hereby assigns to Agent or its nominee (and will, upon request of Agent, reconfirm in writing the assignment to Agent or its nominee of) all rights of such Subordinated Lender under such claims. (fd) The Senior Debt Loans shall continue to be treated as the Senior Debt Loans and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor Lenders even if all or part of the Senior Debt Loans or the security interests securing the Senior Debt Loans are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt Loans is rescinded or must otherwise be returned by any holder of the Senior Debt Loans or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary subsidiary of the Company: (a) All Senior Debt shall first be Paid indefeasibly paid in Full full in cash and all commitments to lend under the Senior Debt Documents shall be terminated before any Distribution, whether in cash, securities or other property, Distribution shall be made to Subordinated Creditor on account of any Subordinated Debt; provided that Subordinated Creditor may receive securities of the Company or any Person provided for by a bankruptcy court approved plan of reorganization or readjustment, the payment of which is subordinate on terms substantially similar hereto with respect to the Senior Debt Documents (“Plan Securities”). (b) Any DistributionExcept as set forth in Section 2.2(a), whether in cash, securities or other property any Distribution which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt Debt, shall be paid or delivered directly to Senior Lenders Lender (to be held and/or applied by Senior Lenders Lender in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid indefeasibly paid in Fullfull in cash and any commitments to lend under the Senior Debt Documents shall have been terminated. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersLender. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersLender, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent Senior Lender in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent Senior Lender its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claimProceeding; provided Agent Senior Lender shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent Senior Lender votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (fe) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders Lender and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyBorrower: (a) All Senior Any Distribution (other than in respect of a Subordinated Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (bConversion) Any Distributionby a Credit Party, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt Notes shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Loan Documents) until all of the Senior Debt is Paid in Full. Each Subordinated Creditor Lender irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions by a Credit Party to Senior LendersAgent. Each Subordinated Creditor Xxxxxx also irrevocably authorizes and empowers Senior LendersAgent, in the name of such Subordinated CreditorLender, to demand, xxx sue for, collect and receive any and all such DistributionsDistributions (other than in respect of a Subordinated Debt Conversion) by a Credit Party. (cb) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of If the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of post-filing/post-petition cash collateral receipts or provide financing to the Company on “cash collateral” (as such terms and conditions and term is defined in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2363(a) of the Bankruptcy Code) (collectively, and/or “Cash Collateral”), on which the Senior Lenders have a lien or to permit any borrowing or grant of a security interest Credit Party to obtain financing under Section 364 of the Bankruptcy Code by Borroweror any similar bankruptcy law (such financing, as debtor in possession. a “DIP Financing”), then the Subordinated Creditor further agrees Lenders agree that it they will consent to such Cash Collateral use and will not seek be entitled to participate raise (and will not raise or participate support any Person in raising), but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection, and shall not otherwise in any manner be entitled to oppose or support any Person in opposing, such Cash Collateral use or such DIP Financing (including any claim that any Subordinated Lender is entitled to adequate protection on account of their interests in any creditor’s committee Collateral as a condition thereto) and, to the extent the liens securing the Senior Debt are subordinated to, or pari passu with such DIP Financing, the Subordinated Lenders agree that they will not be entitled to raise (and will not raise or support any Person in raising) but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection, and shall not otherwise in any manner be entitled to oppose or support any Person in opposing, the subordination of their liens in the Collateral to the liens securing such DIP Financing (and all obligations related thereto) and all liens granted as adequate protection to the Senior Lenders and hereby agrees to such subordination. (c) The Subordinated Lenders agree that they shall not, directly or indirectly, provide, offer to provide, or support any DIP Financing without Agent’s prior written consentthe consent of the Senior Lenders. (d) If, in connection with any Cash Collateral use or DIP Financing, any liens on the Collateral are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve out,” or fees owed to the United States Trustee (or any similar receiver, interim receiver, manager, monitor, trustee, custodian, liquidator, sequestrator or other similar official for any of the Grantors or any substantial part of their assets), then no Subordinated Lender shall be entitled to raise (and will not raise or support any Person in raising) but instead shall be deemed to have hereby irrevocably and absolutely waived, any objection, and shall not otherwise in any manner be entitled to oppose or support any Person in opposing, the subordination of its liens on the Collateral to such interest or claim and hereby agrees to such subordination. (e) Each Subordinated Creditor Xxxxxx agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Indebtedness. The Subordinated Lenders (whether in the capacity of a secured creditor or an unsecured creditor) shall not propose, vote in favor of or support any Plan of Reorganization that is inconsistent with the priorities or other provisions of this Agreement, other than with the consent of the Senior Lenders, unless such Plan of Reorganization will satisfy the Senior Debt requested by Agent in connection full and in cash on the effective date of such plan. Without limiting the generality of the foregoing, other than with the prior written consent of the Senior Lenders, no Subordinated Lender (whether in the capacity of a secured creditor or an unsecured creditor) shall vote in favor of any plan unless such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to plan (i) executesatisfies the Senior Debt in full and in cash on the effective date of such plan, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and or (ii) vote such claim in any such Proceeding upon is proposed or supported by the failure Agent and the required majority of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such voteSenior Lenders. (f) The Senior Debt shall continue to be treated as the Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor Lenders even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of the Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in the event of Upon any Proceeding involving the Company payment or any Subsidiary distribution of the Companyassets of the Issuer or a Guarantor to creditors upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to the Issuer or such Guarantor or its respective property: (ai) All the holders of Designated Senior Debt Indebtedness of the Issuer or such Guarantor, respectively, shall first be Paid entitled to receive payment in Full full in cash of such Designated Senior Indebtedness before the Holders of the Series B Notes shall be entitled to receive any Distributionpayment or distribution of any kind or character with respect to any Obligations on, whether or relating to, the Series B Notes or such Guarantor’s Guarantee, as applicable; and (ii) until the Designated Senior Indebtedness of the Issuer or such Guarantor is paid in full in cash, securities any payment or other property, distribution to which the Holders of the Series B Notes would be entitled but for the subordination provisions of this Article 13 shall be made to Subordinated Creditor holders of such Designated Senior Indebtedness as their interests may appear. The foregoing provisions of this Section 13.02 shall apply to all Senior Indebtedness of the Issuer and the Guarantors, in addition to any such Indebtedness that is also Designated Senior Indebtedness. To the extent any payment of Senior Indebtedness of the Issuer or any Guarantor (whether by or on account behalf of the Issuer or such Guarantor, as proceeds of security or enforcement of any Subordinated Debt. right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or similar Person, the Senior Indebtedness of the Issuer or such Guarantor, respectively, or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (bwhether pursuant to court decree or otherwise, including without limitation for any of the reasons described in the preceding sentence) Any Distributionof the Issuer’s or any Guarantor’s obligation to make any distribution or payment pursuant to any Senior Indebtedness of such Guarantor, whether except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Indebtedness of such Guarantor in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation force or effect for purposes of the subordination provisions contained in this Article 13, with any turnover of payments as otherwise calculated pursuant to execute, verify, deliver, file and/or vote this Article 13 to be made as if no such diminution had occurred. The Issuer shall promptly give written notice to the Trustee of any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted herebydissolution, Subordinated Creditor shall not be entitled to change winding-up, liquidation, or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part reorganization of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt Issuer or any representative of Guarantor, provided that any delay or failure to give such holdernotice shall have no effect on the subordination provisions contained in this Article 13.

Liquidation; Dissolution; Bankruptcy. Prior to Payment Except as otherwise specifically permitted in Full of all Senior Debtthis Agreement, in until the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt shall first be Paid have been finally paid in Full before any Distribution, whether full in cash, securities the Subordinating Creditors shall not assert, without the prior written consent of the Agent, any claim, motion, objection or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable argument in respect of the Subordinated Debt shall be paid all or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority part of the Senior Debt or any liens the Collateral securing such Senior Debt in such case or proceeding which could otherwise be asserted or raised in connection with such case or proceeding by such Subordinating Creditors as a secured creditor of the Borrower. Without limiting the generality of the foregoing, SAC, for itself and security interests securing the Senior Debt. (d) Subordinated Creditor each Subordinating Creditor, agrees that Agent it will (i) not object to or oppose (or support any other Person in objecting to or opposing) any sale or other disposition of all or any part of the Collateral free and Senior clear of Liens or other claims of SAC or the Subordinating Creditors and each Subordinating Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or any other law applicable to such case or proceeding if the relevant Lenders may consent have consented to the such sale or disposition, (ii) not challenge (or support any other Person in challenging) any use of cash collateral or provide debtor-in-possession financing consented to the Company or provided by any Lender (it being agreed by each Subordinating Creditor that such debtor-in-possession financing shall be on such terms and conditions and in such amounts as Agent and Senior such Lenders, in their sole discretion, may decide and, in connection therewith, the any Company may grant to Agent and Senior such participating Lenders liens and security interests (or any agent or representative thereof) Liens upon all of the property Collateral of the such Company, which liens and security interests Liens (iA) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding such case or proceeding or at any time thereafter) thereafter and all other financing provided by Senior Lenders any Lender during such Proceeding case or proceeding (provided that, to the extent that such Liens secure Senior Debt which arose prior to the commencement of such Proceeding, such Liens shall also secure the Subordinated Debt, subject to the conditions and terms set forth herein) and (iiB) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor SAC for the benefit of the Subordinating Creditors on the property Collateral of the Company. Subordinated Creditor agrees Borrower on the same terms and conditions as provided herein); provided, however that it will not object to in connection with any such use of cash collateral or debtor-in-possession financing, the Subordinating Creditors shall have received as adequate protection of their interests a replacement Lien in post-petition assets of the foregoing. Subordinated Creditor agrees that it will: (x) not seek Borrower which shall be junior and subordinate to provide all Liens granted pursuant to such consent to use cash collateral or debtor-in-possession financing with the same priorities afforded the Liens granted to the Company in any ProceedingSubordinating Creditor pursuant to this Agreement; (yiii) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert (or support any other Person in asserting) any right it may have to “adequate protection” of Subordinated Creditor’s its interest in any Collateral in any case or proceeding, (iv) turn over to the Agent for the pro rata benefit of the Lenders any “adequate protection” of their interest in any Collateral that they receive in any case or Proceeding for application to the Senior Debt owed to the Lenders, and agrees that it will (v) not seek to have the automatic stay of Section 362 of the Bankruptcy Code lifted or modified with respect to any Collateral Collateral, to appoint a trustee or examiner under Section 1104 of the Bankruptcy Code or to convert or dismiss (or support any other Person in converting or dismissing) such case or proceeding under Section 1112 of the Bankruptcy Code, in each case without the prior written consent of the Agent; provided, that, in the case of this clause (v), if the Lenders seek such aforementioned relief, the Subordinating Creditors hereby irrevocably consent thereto and shall join in any such motion or application seeking such relief if requested by the Agent. Subordinated Creditor SAC, for each Subordinating Creditor, waives any claim it may now or hereafter have arising out of Agent’s or Senior the election of the Lenders’ election, in any Proceeding case or proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(21111(b) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek The Subordinating Creditors shall be permitted to participate or participate on any creditor’s committee; provided, that the Subordinating Creditors or any other Person participating on such creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to executeshall not directly or indirectly take any action or vote in any manner that would be in violation of this Agreement or inconsistent with or result in a breach of this Agreement. Other than as explicitly set forth above, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time SAC shall be entitled to file any such proof of claim and (ii) vote such claim necessary responsive or defensive pleadings in opposition to any such Proceeding upon motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the failure of Subordinated Creditor to do so prior to 15 days before the expiration disallowance of the time to vote claims of SAC including without limitation any such claim; provided Agent shall have no obligation to executeclaims secured by the Collateral, verify, deliver, file and/or vote any such proof of claimif any. In the event that Agent votes any claim in accordance with the authority granted herebyaddition, Subordinated Creditor SAC shall not be entitled to change file any pleadings, objections, motions or withdraw such vote. (f) The Senior Debt shall continue agreements which assert rights or interests available to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part unsecured creditors of the Senior Debt Borrower arising under either the Bankruptcy Code or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holderapplicable non-bankruptcy law.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full Upon any payment or distribution of all Senior Debt, in the event assets of any Proceeding involving the Company Subsidiary Guarantor of any kind or any character, whether in cash, property or securities, to creditors upon a total or partial liquidation or dissolution or reorganization or similar proceeding relating to such Subsidiary of the CompanyGuarantor or its property or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding: (a) All the holders of Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, Indebtedness of such Subsidiary Guarantor shall be made entitled to Subordinated Creditor on account receive payment in full in cash of such Senior Indebtedness before Holders are entitled to receive any Subordinated Debt.payment; and (b) Any Distributionuntil the Senior Indebtedness of such Subsidiary Guarantor is paid in full, whether in cash, securities any payment or other property distribution to which Holders would otherwise, be entitled but for this Article shall 104 be made to holders of Senior Indebtedness of such Subsidiary Guarantor, as their interests may appear. Upon any payment or distribution referred to in this Article, the terms hereofTrustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such proceedings are pending for the purpose of ascertaining the identity of Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness, the amount thereof or payable thereon and all other facts pertinent thereto or to this Article, and the Trustee and the Holders shall be payable or deliverable in respect entitled to rely upon a certificate of the Subordinated Debt shall be paid liquidating trustee or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator agent or other Person having authority, (including any Representative of holders of Senior Indebtedness of such Subsidiary Guarantor) making any payment or distribution to pay the Trustee or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name Holders for the purpose of Subordinated Creditor, ascertaining the identity of Persons entitled to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action such payment or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewithdistribution, the Company may grant to Agent and holders of Senior Lenders liens and security interests upon all of Indebtedness, the property of amount thereof or payable thereon, the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding amount or at any time thereafter) amounts paid or distributed thereon and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority facts pertinent thereto or to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claimthis Article. In the event that Agent votes the Trustee determines in good faith that further evidence is required with respect to the right of any claim Person, as a holder of Senior Indebtedness, to participate in accordance any payment or distribution pursuant to this Section, the Trustee may request such Person (at the expense of the Holders) to furnish evidence to the reasonable satisfaction of the Trustee, acting in good faith, as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to the other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive payment. The consolidation or merger of a Subsidiary Guarantor with or into any Person, or the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of such Subsidiary Guarantor's assets to any Person, in compliance with the authority granted herebyterms and conditions set forth in Sections 5.1 and 5.2, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue deemed to be treated as Senior Debt and the provisions a liquidation, dissolution or reorganization or similar proceeding relating to such Subsidiary Guarantor for purposes of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holderSection.

Liquidation; Dissolution; Bankruptcy. Prior a. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency Proceeding. All references in this Agreement to Payment any Borrower or any other Loan Party shall include such Person as a debtor-in-possession and any receiver or trustee for such Person in Full of all Senior Debt, in any Insolvency Proceeding. b. In the event of any Insolvency Proceeding involving the Company any Borrower or any Subsidiary of the Companyother Loan Party: (a) i. All Senior Debt shall first be Paid in Full and all commitments to lend under the Senior Loan Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to Subordinated any Junior Creditor on account of any Subordinated Junior Debt. (b) ii. Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Junior Debt shall be paid or delivered directly to the Senior Lenders (to be held and/or Agent, and applied by Senior Lenders in accordance with the terms of the Senior Debt Loan Documents) until all Senior Debt is Paid in Full. Subordinated Each Junior Creditor irrevocably authorizes, empowers empowers, and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to the Senior LendersAgent as set forth above. Subordinated Each Junior Creditor also irrevocably authorizes and empowers the Senior LendersAgent, in the name of Subordinated such Junior Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated iii. Each Junior Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of any portion of the Senior Debt or any liens Liens and security interests securing any portion of the Senior Debt. (d) Subordinated iv. Each Junior Creditor agrees that Agent and the Senior Lenders Creditors may consent to the use of cash collateral or provide debtor-in-possession financing to the Company Borrowers and the other Loan Parties on such terms and conditions and in such amounts as Agent and the Senior LendersCreditors, in their sole discretion, may decide and, in connection therewith, the Company Borrowers and the other Loan Parties may grant to the Senior Agent and Senior Lenders liens and security interests upon all of the property of the CompanyBorrowers and the other Loan Parties, which liens and security interests (i) shall secure payment of all Senior Debt owing to the Senior Creditors (whether such Senior Debt arose prior to the commencement of any Insolvency Proceeding or at any time thereafter) and all other financing provided by the Senior Lenders Creditors during such Insolvency Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, Liens in favor of Subordinated any Junior Creditor on the property of the CompanyBorrowers and the other Loan Parties. Subordinated Each Junior Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any such cash collateral usage or debtor-in-possession financing or any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens liens, or other claims of Subordinated any Junior Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law Code, if Agent and the Senior Lenders Creditors have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writingdisposition. Subordinated Each Junior Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated such Junior Creditor’s interest in any Collateral in any Insolvency Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of the Senior Agent; provided that, the Senior Agent will not object to any request by any Junior Creditor for adequate protection replacement liens on all pre-petition and post-petition property of the Borrowers upon which the Senior Agent is also granted adequate protection replacement liens, with such liens in favor of such Junior Creditor being subject in all respects to this Agreement; provided further that other than such replacement liens no Junior Creditor will seek any other form of adequate protection. Subordinated Each Junior Creditor waives any claim it may now or hereafter have arising out of Agent’s or the Senior LendersCreditors’ election, in any Proceeding instituted under the Bankruptcy CodeInsolvency Proceeding, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrowerany Borrower or any other Loan Party, as debtor in possession. Subordinated Each Junior Creditor further agrees that it will not seek provide, or offer to participate provide, any debtor-in-possession financing to the Borrowers or participate on any creditor’s committee other Loan Party without Agent’s the prior written consentconsent of the Senior Agent. (e) Subordinated v. Each Junior Creditor agrees to execute, verify, deliver deliver, and file any proofs of claim in respect of the Subordinated Junior Debt reasonably requested by the Senior Agent in connection with any such Insolvency Proceeding and hereby irrevocably authorizes, empowers and appoints authorizes the Senior Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated such Junior Creditor promptly to do so prior to 30 days three (3) Business Days before the expiration of the time to file any such proof of claim and (ii) claim; provided, however, that the Senior Agent shall not be permitted to vote such claim and all voting rights with respect thereto shall be retained by the Junior Creditors. Each of the Junior Creditors agrees not to vote for any plan of reorganization that does not provide for the prior payment in full of the Senior Debt or otherwise vote its claims or interests in any Insolvency Proceeding (including voting for, or supporting, confirmation of any plans of reorganization) in a manner that would be inconsistent with such Proceeding upon Junior Creditor’s covenants and agreements contained herein. For the failure avoidance of Subordinated Creditor to do so prior to 15 days before doubt, the expiration of the time to vote any such claim; provided Senior Agent shall have no affirmative obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes claim on behalf of any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such voteJunior Creditor. (f) vi. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of the Senior Lenders Creditors and Subordinated Creditor the Junior Creditors even if all or part of the Senior Debt or the Liens or security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated invalidated, or disallowed in connection with any such Insolvency Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder. vii. Each of the Borrowers, the Senior Agent and each Junior Creditor acknowledges and agrees with respect to the Collateral that (i) the grants of Liens on the Collateral pursuant to the Senior Loan Documents and the Junior Loan Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Debt and the Junior Debt are fundamentally different from one another and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding of any Borrower or any other Loan Party. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is determined by a court of competent jurisdiction that the claims of the Senior Creditors and the Junior Creditors in respect of any Collateral, constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Senior Creditors shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees, costs and other charges, irrespective of whether a claim for such amounts is allowed or allowable in such liquidation or Insolvency Proceeding, before any Distribution from, or in respect of, any such Collateral is made in respect of the claims held by any Junior Creditor with each Junior Creditor hereby acknowledging and agreeing to turn over to the Senior Agent amounts otherwise received or receivable by it to the extent necessary to effectuate the intent of this sentence, regardless of whether such turnover has the effect of reducing the claim or recovery of such Junior Creditor.

Liquidation; Dissolution; Bankruptcy. Prior Upon any payment or distribution (whether in cash, property, debt, equity or other securities, a combination thereof or otherwise) to Payment creditors or equity holders of the Company in Full a voluntary or involuntary liquidation or dissolution of all Senior Debtthe Company, whether total or partial, or in bankruptcy, reorganization, insolvency, receivership, assignment for the event benefit of any Proceeding involving creditors, marshaling of assets or similar proceeding relating to the Company or any Subsidiary of the Companyits property: (a) All holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts due or to become due on or in respect of all Senior Indebtedness before Holders of Subordinated Debt Securities shall first be Paid entitled to receive any Security Payment (as defined in Full before Section 10.03(a)); and (b) until all Senior Indebtedness is paid in full in cash, any DistributionSecurity Payment (as defined in Section 10.03(a)) to which Holders of a Subordinated Debt Securities would be entitled but for this Article shall be made to holders of Senior Indebtedness, whether as their interests may appear. Upon any prepayment, payment or distribution referred to in this Article, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such proceedings are pending for the purpose of ascertaining the identity of Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness, the amount thereof or payable thereon and all other facts pertinent thereto or to this Article, and the Trustee and the Holders shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person (including any Representative of holders of Senior Indebtedness) making any payment or distribution to the Trustee or to the Holders for the purpose of ascertaining the identity of Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person, as a holder of Senior Indebtedness, to participate in any payment or distribution pursuant to this Section, the Trustee may requires such Person (at the expense of the Holders) to furnish evidence to the reasonable satisfaction of the Trustee, acting in good faith, as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive payment. For purposes of this Article, a distribution may consist of cash, securities or other property, shall be made to Subordinated Creditor on account by set-off or otherwise; PROVIDED that, for purposes of any Subordinated Debt. (b) Any Distributionthis Article only, whether in the words "cash, securities or other property property" shall not be deemed to include securities of the Company or any other corporation ("REORGANIZATION SECURITIES") provided for by a plan of reorganization or readjustment of the Company the payment of which would otherwiseis subordinated, but for at least to the terms hereof, be payable or deliverable extent provided in this Article with respect of to the Subordinated Debt shall be paid or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authoritySecurities, to pay or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to Indebtedness that may at the commencement of any Proceeding time be outstanding. The consolidation or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property merger of the Company. Subordinated Creditor agrees that it will not object to Company with or into any of Person, or the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) supportsale, and not object to or oppose any sale assignment, transfer, lease, conveyance or other disposition of all or substantially all of the Company's assets to any property (Person, upon the terms and conditions set forth in Article 5, shall not be deemed to be liquidation, dissolution or any process pertaining reorganization or similar proceeding relating to the Company for purposes of this Section if the Person formed by or surviving such sale consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition of any property) securing all of any is made, shall, as a part of the Senior Debt free and clear of security interestssuch consolidation, liens merger, sale, assignment, transfer, lease, conveyance or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not proposedisposition, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance comply with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such voteconditions set forth in Article 5. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt shall first be Paid indefeasibly paid in Full full in cash and all commitments to lend under the Senior Debt Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the CHI : 2117543.7 Subordinated Debt shall be paid or delivered directly to Senior Lenders Administrative Agent (to be held and/or applied by Senior Lenders Administrative Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid indefeasibly paid in Fullfull in cash and all commitments to lend under the Senior Debt Documents shall have been terminated. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAdministrative Agent. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAdministrative Agent, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute prosecute, or participate in any claim, action action, or other proceeding challenging the enforceability, validity, perfection perfection, or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Administrative Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Administrative Agent its agent Administrative Agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Administrative Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Administrative Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (fe) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyBorrower: (a) All The Senior Debt shall first be Paid indefeasibly paid in Full full in cash and all commitments to lend under the Senior Debt Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to the Subordinated Creditor Investors on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt Debt, shall be paid or delivered directly to Senior Lenders Lender (to be held and/or applied by the Senior Lenders Lender in accordance with the terms of the Senior Debt Documentsthis Agreement) until all Senior Debt is Paid indefeasibly paid in Fullfull in cash and all commitments to lend under the Senior Debt Documents shall have been terminated. The Subordinated Creditor Investors by and through the Indenture Trustee and the Indenture Trustee hereby irrevocably authorizesauthorize, empowers empower and directs direct any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to the Senior LendersLender. The Subordinated Creditor Investors by and through the Indenture Trustee and the Indenture Trustee hereby also irrevocably authorizes authorize and empowers empower the Senior LendersLender, in the name of the Indenture Trustee and Subordinated CreditorInvestors, to demand, xxx for, collect and receive any and all such Distributions. (c) The Subordinated Creditor Investors by and through the Indenture Trustee and the Indenture Trustee agree not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt, or any Liens and security interests securing the Senior Debt; provided that nothing in this Section 4(c) will impair the rights of the Subordinated Investors by and through the Indenture Trustee to enforce this Agreement. The Senior Lender agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt Subordinated Debt, or any liens Liens and security interests securing the Subordinated Debt; provided that nothing in this Section 4(c) will impair the rights of the Senior DebtLender to enforce this Agreement, including the priority of the Liens securing the Senior Debt or the provisions for the exercise of remedies hereunder. (d) The Subordinated Creditor agrees Investors by and through the Indenture Trustee and the Indenture Trustee agree to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt reasonably requested by the Senior Lender in connection with any Proceeding involving the Borrower and hereby irrevocably authorize, empower and appoint the Senior Lender its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Investors or the Indenture Trustee promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Investors or the Indenture Trustee to do so prior to 15 days before the expiration of the time to vote any such claim; provided the Senior Lender shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent the Senior Lender votes any claim in accordance with the authority granted hereby, neither the Subordinated Investors nor the Indenture Trustee shall be entitled to change or withdraw such vote. (e) The Subordinated Investors by and through the Indenture Trustee and the Indenture Trustee agree that the Senior Lenders Lender may consent to the use of cash collateral or provide financing to the Company Borrower on such terms and conditions and in such amounts as Agent and the Senior LendersLender, in their its sole discretion, may decide and, in connection therewith, the Company Borrower may grant to Agent and the Senior Lenders liens Lender Liens and security interests upon all of the property of the CompanyBorrower, which liens Liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by the Senior Lenders Lender during such the Proceeding and (ii) shall be superior in priority to the liens Liens and security interests, if any, in favor of the Indenture Trustee and Subordinated Creditor Investors on the property of the CompanyBorrower. The Subordinated Creditor agrees Investors by and through the Indenture Trustee and the Indenture Trustee agree that it will not object to any none of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not them shall object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens Liens or other claims of the Indenture Trustee and Subordinated Creditor Investors under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and the Senior Lenders have Lender has consented to such sale or disposition disposition, so long as the interests of the Indenture Trustee and are releasing their security interests the Subordinated Investors in the Collateral securing the Subordinated Debt (and liens as well; any post-petition assets subject to adequate protection liens, if any, in favor of the Indenture Trustee) attach to the proceeds thereof, subject to the terms of this Agreement, and (zthe motion to sell or dispose of such assets does not impair the rights of the Indenture Trustee or Subordinated Investors under Section 363(k) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; the Bankruptcy Code. The Subordinated Creditor agrees to object to Investors by and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees through the Indenture Trustee and the Indenture Trustee agree not to assert any right it any of them may have to “adequate protection” of the Indenture Trustee’s or Subordinated Creditor’s Investors’ interest in any Collateral in any Proceeding and agrees agree that it will not none of them shall seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agentthe Senior Lender. The Subordinated Creditor waives Investors by and through the Indenture Trustee and the Indenture Trustee waive any claim it any of them may now or hereafter have arising out of Agentthe Senior Lender’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by the Borrower, as debtor in possession. The Subordinated Creditor Investors by and through the Indenture Trustee and the Indenture Trustee further agrees agree that it none of them will not seek to participate or participate on any creditor’s committee without Agentthe Senior Lender’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of the Senior Lenders Lender and Indenture Trustee and Subordinated Creditor Investors even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Insolvency Proceeding involving the Company or any Subsidiary of the CompanyDebtors: (a) All Senior Secured Debt Obligations shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to any Subordinated Creditor Party on account of any Subordinated DebtObligations. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt Obligations shall be paid or delivered directly to the Senior Lenders (to be held and/or Collateral Agent, and applied by Senior Lenders in accordance with the terms of the Senior Secured Debt Documents. (c) until all Senior Debt is Paid in Full. The Subordinated Creditor Lender irrevocably authorizes, empowers empowers, and directs any debtor, debtor in debtor-in-possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to the Senior LendersCollateral Agent as set forth above. The Subordinated Creditor Lender also irrevocably authorizes and empowers the Senior LendersCollateral Agent, in the name of the Subordinated CreditorLender, to demand, xxx for, collect and receive any and all such Distributions. (cd) The Subordinated Creditor Lender agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of any portion of the Senior Secured Debt Obligations or any liens Liens and security interests securing any portion of the Senior DebtSecured Debt Obligations. (de) The Subordinated Creditor Lender agrees that Agent and the Senior Lenders Secured Parties may consent to the use of cash collateral or provide debtor-in-possession financing to the Company Borrower, on such terms and conditions and in such amounts as Agent and the Senior LendersSecured Parties, in their sole discretion, may decide _ and, in connection therewith, the Company Borrower may grant to the Senior Collateral Agent and Senior Lenders liens and security interests upon all of the property of the CompanyBorrower, which liens and security interests (i) shall secure payment of all Senior Secured Debt Obligations owing to the Senior Collateral Agent or the Senior Secured Parties (whether such Senior Secured Debt Obligations arose prior to the commencement of any Insolvency Proceeding or at any time thereafter) and all other financing provided by the Senior Lenders Collateral Agent (on behalf of the Senior Secured Parties) and the Senior Secured Parties during such Insolvency Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, Liens in favor of the Subordinated Creditor Lender on the property of the CompanyDebtors. The Subordinated Creditor Lender agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any such cash collateral usage or debtor-in-possession financing or any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Secured Debt Obligations free and clear of security interests, liens liens, or other claims of any Subordinated Creditor Party under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law Code, if Agent and the Senior Lenders Secured Parties have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; disposition. The Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor Lender agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s its interest in any Collateral in any Insolvency Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of the Senior Collateral Agent; provided that, the Senior Collateral Agent will not object to any request by the Subordinated Lender for adequate protection replacement liens on all pre-petition and post-petition property of the Debtors upon which the Senior Collateral Agent is also granted adequate protection replacement liens, with such liens in favor of the Subordinated Lender being subject in all respects to this Agreement; provided, further that, other than such replacement liens the Subordinated Lender will not seek any other form of adequate protection. The Subordinated Creditor Lender waives any claim it may now or hereafter have against the Senior Collateral Agent and any Senior Secured Party arising out of Agent’s or Senior Lenders’ election, in the election of any Proceeding instituted under the Bankruptcy Code, of them of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or Code or out of any borrowing cash collateral or financing arrangement or out of any grant of a security interest under Section 364 of in connection with the Bankruptcy Code by Borrower, as debtor Collateral in possessionany Insolvency Proceeding. The Subordinated Creditor further Lender agrees that it and they will not seek provide, or offer to participate or participate on provide, any creditor’s committee debtor-in-possession financing to the Debtors without Agent’s the prior written consentconsent of the Senior Collateral Agent unless any such debtor-in-possession financing will be utilized to Pay in Full the Senior Secured Debt Obligations . (ef) The Subordinated Creditor Lender agrees to execute, verify, deliver deliver, and file any proofs of claim in respect of the Subordinated Debt Obligations reasonably requested by the Senior Collateral Agent in connection with any such Insolvency Proceeding and hereby irrevocably authorizes, empowers and appoints authorizes the Senior Collateral Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of the Subordinated Creditor promptly Lender to do so prior to 30 days by the date that is three (3) Business Days before the expiration of the time to file any such proof of claim and (ii) claim; provided, however, that the Senior Collateral Agent shall not be permitted to vote such claim and all voting rights with respect thereto shall be retained by the Subordinated Lender. The Subordinated Lender agrees not to vote for any plan of reorganization that does not provide for the Senior Secured Debt Obligations to be Paid in Full or otherwise vote its claims or interests in any such Insolvency Proceeding upon (including voting for, or supporting, confirmation of any plans of reorganization) in a manner that would be inconsistent with the failure of Subordinated Creditor to do so prior to 15 days before the expiration covenants and agreements of the time to vote any such claim; provided Subordinated Lender contained herein. For the avoidance of doubt, the Senior Collateral Agent shall have no affirmative obligation to execute, verify, deliver, file and/or vote any such proof of claim. In claim on behalf of the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such voteLender. (fg) The Senior Secured Debt Obligations shall continue to be treated as Senior Secured Debt Obligations and the provisions of this Agreement shall continue to govern the relative rights and priorities of the Senior Lenders Secured Parties and the Subordinated Creditor Parties even if all or part of the Senior Secured Debt Obligations or the Liens or security interests securing the Senior Secured Debt Obligations are subordinated, set aside, avoided, invalidated invalidated, or disallowed in connection with any such Insolvency Proceeding, and this . This Agreement shall be reinstated if at any time any payment of any of the Senior Secured Debt Obligations is rescinded or must otherwise be returned by any holder of Senior Secured Debt Obligations or any representative of such holder. (h) Each of the Senior Collateral Agent and the Subordinated Lender acknowledges and agrees with respect to the Collateral that (i) the grants of Liens on the Collateral pursuant to the Senior Secured Debt Documents and the Subordinated Note Documents constitute separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Secured Debt Obligations and the Subordinated Obligations are fundamentally different from one another and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding of the Debtors. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is determined by a court of competent jurisdiction that the claims of the Senior Secured Parties and the Subordinated Lender in respect of any Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees, costs and other charges, irrespective of whether a claim for such amounts is allowed or allowable in such liquidation or Insolvency Proceeding, before any Distribution from, or in respect of, any such Collateral is made in respect of the claims held by the Subordinated Lender. The Subordinated Lender hereby acknowledges and agrees to turn over to the Senior Collateral Agent amounts otherwise received or receivable by it to the extent necessary to effectuate the intent of the preceding sentence, regardless of whether such turnover has the effect of reducing the claim or recovery of the Subordinated Lender.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt The Company shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to not make and Subordinated Creditor on account of shall not receive any Subordinated Debt. (b) Any DistributionDistribution in such Proceeding, whether in cash, securities or other property which (other than equity received upon a Subordinated Debt Conversion), on account of or as payment for any Subordinated Debt prior to the Subordination Termination Date. (b) Any Distribution received in such Proceeding, whether in cash, securities or other property (other than equity received upon a Subordinated Debt Conversion) that would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Creditor Agent (to be held and/or applied by Senior Lenders Creditor Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Fullthe Subordination Termination Date. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in debtor-in-possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersCreditor Agent. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersCreditor Agent, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such DistributionsDistributions and other amounts owing under the Subordinated Debt Documents. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Senior Creditor Agent and Senior Lenders Creditor may consent to the use of cash collateral or provide financing (including debtor-in-possession financing) to the Company on such terms and conditions and in such amounts as Senior Creditor Agent and Senior LendersCreditor, in their sole discretion, may decide and, in connection therewith, the Company may grant to Senior Creditor Agent and Senior Lenders Creditor liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders Creditor Agent and Senior Creditor during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of or any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if Senior Creditor Agent or applicable law if Agent and Senior Lenders have Creditor has consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writingdisposition. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral or any other assets of the Company in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral or any other assets of the Company without the prior written consent of Senior Creditor Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Senior Creditor Agent’s or Senior Lenders’ Creditor’s election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrowerthe Company, as debtor in debtor-in-possession. Subordinated Creditor further agrees that it will not participate or seek to participate or participate on any creditor’s committee without Senior Creditor Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt reasonably requested by Senior Creditor Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Senior Creditor Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote the full amount of such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claimProceeding; provided that Senior Creditor Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim or claim. In the event that Senior Creditor Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders Creditor Agent, Senior Creditor and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated invalidated, or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt shall first be Paid paid in Full full before any Distribution, whether in cash, securities or other property, shall be made to any Subordinated Creditor on account of any Subordinated DebtDebt (other than a distribution of Reorganization Subordinated Securities if Subordinated Creditors and Agent have entered into such -6- supplements to or modifications to this Agreement as Agent may reasonably request to reflect the continued subordination of the Reorganization Subordinated Securities to the Senior Debt (or notes or other securities issued in substitution of all or a portion thereof) to the same extent as provided herein). (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt (other than a distribution of Reorganization Subordinated Securities if Subordinated Creditors and Agent have entered into such supplements to or modifications to this Agreement as Agent may reasonably request to reflect the continued subordination of the Reorganization Subordinated Securities to the Senior Debt (or notes or other securities issued in substitution of all or a portion thereof) to the same extent as provided herein) shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid paid in Fullfull. Each Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. Each Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent, in the name of such Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Each Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of such Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of such Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided provided, Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, such Subordinated Creditor shall not be entitled to change or withdraw such vote. (fd) Each Subordinated Creditor agrees that it will consent to, and not object to or oppose any use of cash collateral consented to by Agent or any financing provided by any Senior Lender to Company (or any financing provided by any other Person consented to by Agent) (collectively, "DIP Financing") on such terms and conditions as Agent, in its sole discretion, may decide. In connection therewith, Company may grant to Agent and Senior Lenders or such other lender, as applicable, liens and security interests upon all of the property of Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by any Senior Lender or consented to by Agent during the Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of any Subordinated Creditor on the property of Company. If, in connection with any cash collateral use or DIP Financing, any liens and security interests on the Collateral held by Agent are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee "carve out," or fees owed to the United States Trustee, then the liens on the Collateral of -7- such Subordinated Creditor shall also be subordinated to such interest or claim and shall remain subordinated to the liens and security interests on the Collateral of Agent consistent with this Agreement. Each Subordinated Creditor agrees that it will consent to, and not object to or oppose, a sale or other disposition of any property securing all of any part of any Senior Debt free and clear of security interests, liens or other claims of such Subordinated Creditor under the Bankruptcy Code, including Sections 363, 365 and 1129 of the Bankruptcy Code, if Agent has consented to such sale or disposition. Each Subordinated Creditor agrees not to assert any right it may have in any Proceeding arising from Company's use, sale or other disposition of Collateral and agrees that it will not seek (or support any other Person seeking) to have any stay, whether automatic or otherwise, lifted with respect to any Collateral without the prior written consent of Agent. Each Subordinated Creditor agrees that such Subordinated Creditor will not, and will not permit, any of its Affiliates to, directly or indirectly provide, participate in or otherwise support, any financing in a Proceeding to Company without the prior written consent of Agent. No Subordinated Creditor will object to or oppose any adequate protection sought by Agent or any Senior Lender or object to or oppose any motion by Agent to lift the automatic stay or any other stay in any Proceeding. Except for replacement liens on Collateral subordinated to the liens of Agent on such Collateral, no Subordinated Creditor will seek or assert any right it may have for adequate protection of its interest in any Collateral. Each Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent's or Senior Lenders' election, in any Proceeding, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Company, as debtor in possession. Each Subordinated Creditor further agrees that it shall not, without Agent's prior written consent, commence or continue any Proceeding, propose any plan of reorganization, arrangement or proposal or file any motion, pleading or material in support of any motion or plan of reorganization, arrangement or proposal that would materially impair the rights of the Senior Lenders, is in conflict with the terms of this Agreement, or is opposed by Senior Lenders or Agent, or oppose any plan of reorganization or liquidation supported by Agent. (e) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor Creditors even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company any Obligated Party or any Subsidiary sale, transfer or other disposition of all or substantially all of the Companyassets of any Obligated Party: (aA) All Senior Debt shall first be Paid paid in Full full in cash, before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor Junior Lender on account of any Subordinated Junior Debt. (bB) Any Distribution, whether in cash, securities or other property Distribution which would otherwise, but for the terms hereofprovisions of this Agreement, be payable or deliverable in respect of the Subordinated Debt any Junior Debt, shall be paid or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders Lender in accordance with the terms payment of the Senior Debt Documents) until all Senior Debt is Paid paid in Full. Subordinated Creditor full, and Junior Lender irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator conservator, trustee or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also Lender as aforesaid, and irrevocably authorizes and empowers Senior LendersLender, in the name of Subordinated CreditorJunior Lender, to demand, xxx for, collect collect, receive and receive receipt for any and all such DistributionsDistributions to effect payment or other delivery thereof to Senior Lender. (cC) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor Junior Lender agrees that Agent and Senior Lenders Lender may consent to the use of cash collateral or provide financing to the Company any Obligated Party on such terms and conditions and in such amounts as Agent and Senior LendersLender, in their its sole discretion, may decide and, in connection therewith, the Company each Obligated Party may grant to Agent and Senior Lenders Lender liens and security interests upon any and all of the property of the Companysuch Obligated Party, which liens and security interests (iI) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding ); and (iiII) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor Junior Lender on the any property of the Companysuch Obligated Party. Subordinated Creditor Junior Lender agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of or any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor Junior Lender under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have Lender has consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writingdisposition. Subordinated Creditor Junior Lender agrees not to assert any right it may have to “"adequate protection” " of Subordinated Creditor’s Junior Lender's interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral Collateral, without the prior written consent of AgentSenior Lender. Subordinated Creditor Junior Lender waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ Lender' election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrowerany Obligated Party, as debtor in possession. Subordinated Creditor further Junior Lender agrees that it will not seek to participate participation or participate on any creditor’s 's committee without Agent’s Senior Lender's prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (fD) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders Lender and Subordinated Creditor Junior Lender even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, or sale, or transfer or other distribution of all or substantially all of the assets of any Obligated Party, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder. (E) Junior Lender agrees not to initiate or prosecute or encourage any other Person to initiate or prosecute any claim, action, or other proceeding challenging the enforceability, validity, perfection, priority or enforceability of the Senior Debt or any liens and security interests securing the Senior Debt. (F) Junior Lender agrees to execute, verify, deliver and file any proofs of claim in respect of the Junior Debt requested by Senior Lender in connection with any Proceeding and hereby irrevocably authorizes, empowers and appoints Senior Lender its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Junior Lender promptly to do so (and, in any event, prior to 30 days before the expiration of the time to file any such proof) and (ii) vote such claim in any such Proceeding upon the failure of Junior Lender to do so prior to 15 days before the expiration of the time to vote any such claim; provided Senior Lender shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Senior Lender votes any claim in accordance with the authority granted hereby, Junior Lender shall not be entitled to change or withdraw such vote.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyDebtor: (a) All Senior Debt Creditor Indebtedness shall first be Paid fully, finally and indefeasibly paid in Full cash and all commitments to lend under the Senior Creditor Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Junior Creditor on account of any Subordinated DebtJunior Creditor Indebtedness. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt Junior Creditor Indebtedness shall be paid or delivered directly to Senior Lenders Creditor (to be held and/or applied by Senior Lenders Creditor in accordance with the terms of the Senior Debt Creditor Documents) until all Senior Debt Creditor Indebtedness is Paid in Fullfully, finally and indefeasibly paid and all commitments to lend under the Senior Creditor Documents shall have been terminated. Subordinated Junior Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersCreditor. Subordinated Junior Creditor also irrevocably authorizes and empowers Senior LendersCreditor, in the name of Subordinated Junior Creditor, to demand, xxx sue for, collect and receive any and all such Distributions. (c) Subordinated Junior Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt Creditor Indebtedness or any liens and security interests securing the Senior DebtCreditor Indebtedness. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the Subsidiaries of the Company: (a) All Senior Debt shall first be Paid in In Full before any DistributionDistribution (other than (i) Permitted Subordinated Debt Payments or (ii) a distribution of Reorganization Subordinated Securities if Subordinated Creditor and First Lien Collateral Agent shall have entered into such supplements to or modifications to this Agreement as First Lien Collateral Agent may request to reflect the continued subordination of the Reorganization Subordinated Securities to the Senior Debt (or notes or other securities issued in substitution of all or a portion thereof) to the same extent as provided herein), whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any DistributionDistribution (other than (i) Permitted Subordinated Debt Payments or (ii) a distribution of Reorganization Subordinated Securities if Subordinated Creditor and First Lien Collateral Agent shall have entered into such supplements to or modifications to this Agreement as First Lien Collateral Agent may request to reflect the continued subordination of the Reorganization Subordinated Securities to the Senior Debt (or notes or other securities issued in substitution of all or a portion thereof) to the same extent as provided herein), whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders First Lien Collateral Agent (to be held and/or applied by Senior Lenders First Lien Collateral Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in In Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersFirst Lien Collateral Agent. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersFirst Lien Collateral Agent, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that First Lien Collateral Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company or any of the Subsidiaries on such terms and conditions and in such amounts as First Lien Collateral Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company and any of its Subsidiaries may grant to First Lien Collateral Agent and Senior Lenders liens and security interests upon all of the property of the CompanyCompany and any of the Subsidiaries, which liens and security interests interests: (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding the Proceeding; and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company, and Subordinated Creditor agrees not to object to any of the foregoing so long as Subordinated Creditor maintains its liens against the Collateral in accordance with and subject to the terms of this Agreement. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in or any Proceeding; (y) supportof its Subsidiaries, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if First Lien Collateral Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and so long as: (x) the liens as wellof Subordinated Creditor attach to the proceeds thereof (subject to the terms of this Agreement); and (zy) not the proceeds of such sale are applied to the permanent repayment of the Senior Debt in accordance with the terms of the Senior Debt Documents, or propose, seek and/or support confirmation of any a plan to which First Lien Collateral Agent has and Senior Lenders have not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Notwithstanding anything to the contrary set forth herein, Subordinated Creditor may: (1) in any Proceeding commenced by or against the Company or any Guarantor, file a claim or statement of interest with respect to the Subordinated Debt and vote such claim in a manner not inconsistent with this Agreement; (2) inspect and appraise the Collateral and receive from the Company, or any Guarantor, any reports concerning the Collateral, in accordance with the Subordinated Debt Documents; and (3) file any necessary responsive or defensive pleadings, not in contravention of any provisions of this Agreement, in opposition to any motion, claim, adversary proceeding or other pleadings made by any Person which object to or otherwise seek the disallowance of the claims of Subordinated Creditor. (e) Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any of the Collateral in any Proceeding (other than to seek replacement liens subordinated to any liens of the First Lien Collateral Agent and the Senior Lenders pursuant to this Agreement) and Subordinated Creditor agrees that it will not seek to have the automatic stay lifted with respect to the Company or any Collateral without the prior written consent of First Lien Collateral Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of First Lien Collateral Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrowerthe Company and/or any Guarantor, as debtor debtor(s) in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without First Lien Collateral Agent’s prior written consent. (ef) Subordinated Creditor agrees that if it fails file to execute, verify, deliver and file any proofs a proof of claim in with respect of to the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 10 days before the expiration of the time to file any such proof of claim, the First Lien Collateral Agent may file such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration on behalf of the time to Subordinated Creditor, but in no instance may the First Lien Collateral Agent vote any such claim; provided provided, however, that First Lien Collateral Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (fg) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company any Credit Party, or any Subsidiary sale, transfer or other disposition of all or substantially all of the Companyassets of any Credit Party: (a) All Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities Trustee and the Junior Lenders agree that the Agent or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide the provision of financing by Senior Lenders to the Company Credit Parties on such terms and conditions and in such amounts as the Agent and or the Senior Lenders, in their sole discretion, may decide andand that, in connection therewithwith such use of cash collateral or such financing, as the Company case may be, each Credit Party (or a trustee appointed for the estate of any Credit Party) may grant to Agent, for the benefit of the Agent and the Senior Lenders liens and security interests upon Lenders, Liens on all of the property of the Companysuch Credit Party’s Property, which liens and security interests Liens: (i) shall secure payment payment, performance and observance of all Senior Debt Indebtedness (whether such Senior Debt Indebtedness arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding ); and (ii) shall be superior in priority to the liens and security interests, if any, Liens in favor of Subordinated Creditor on Trustee for the property benefit of the CompanyJunior Lenders on any Property of any Credit Party; provided, however that Trustee does not hereby waive any right to seek adequate protection to the extent that holders of other Liens that are subject and subordinate to the Liens of the Senior Indebtedness are entitled to and obtain adequate protection. Subordinated Creditor Trustee for the benefit of the Junior Lenders agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition Property of any property) Credit Party securing all of or any part of the Senior Debt Indebtedness free and clear of security interests, liens Liens or other claims of Subordinated Creditor Trustee or the Junior Lenders under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security the respective interests of Agent and liens as well; Trustee attach to the proceeds thereof, subject in any event to the provisions hereof. Trustee and (z) not propose, seek and/or support confirmation the Junior Lenders agree to turn over to the Agent for the benefit of the Agent and the Senior Lenders any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s their interest in any Collateral that they receive in any Proceeding to the extent necessary to make whole Agent and agrees Senior Lenders and agree that it they will not seek to have the automatic stay lifted with respect to any Collateral Collateral, to appoint a Chapter 11 trustee under Section 1104 of the Bankruptcy Code or to convert or dismiss such Proceeding under Section 1112 of the Bankruptcy Code, in each case without the prior written consent of Agent. Subordinated Creditor waives any claim it may now Agent or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consentunless Agent seeks such relief. (eb) Subordinated Creditor agrees Each of Agent and the Senior Lenders and Trustee and the Junior Lenders agree not to, directly or indirectly, take any action or vote in any way that would be in violation of, or inconsistent with, or result in a breach of, this Agreement or challenge or contest (i) the validity, perfection, priority or enforceability of any Lien held by Agent or any Senior Lender, or by Trustee or any Junior Lender, as the case may be, to executesecure the payment, verifyperformance or observance of all or any part of the Senior Indebtedness or Junior Indebtedness, deliver respectively, (ii) the rights of Agent and Senior Lenders, or Trustee and Junior Lenders, as the case may be, set forth in any of the Credit Documents or Junior Credit Documents with respect to any such Lien, or (iii) the validity or enforceability of any of the Credit Documents or Junior Credit Documents or any term, condition or provision of this Agreement; provided, that nothing in this Section 5(b) is intended or shall be deemed or construed to limit in any way the ability of the Agent or Trustee, as the case may be, to enforce all of the terms and provisions of this Agreement. (c) Subject to the limitations set forth in this Agreement, Trustee may file any proofs of claim and other pleadings and motions with respect to the Collateral in respect any Proceeding. If a proper proof of claim has not been filed in the Subordinated Debt requested by Agent form required in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to at least ten (i10) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so days prior to 30 days before the expiration of the time for filing thereof, the Agent shall have the right (but not the duty) to file an appropriate claim for and on behalf of Trustee. In furtherance of the foregoing, Trustee hereby appoints Agent as its attorney-in-fact, with full authority in the place and stead of Trustee and full power of substitution and in the name of Trustee or otherwise, to execute and deliver any document or instrument that Trustee is required to deliver pursuant to this Section 5(c), such proof appointment being coupled with an interest and irrevocable. (d) Trustee shall execute and deliver to Agent all such instruments and other documentation confirming the above authorizations and all such proofs of claim, assignments of claim and (ii) vote other instruments and documentation, and shall take all such claim in any other action as may be reasonably requested by Agent to enforce such Proceeding upon claims and carry out the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions intent of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holderSection 5.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt (in the case of Capped Obligations, up to but not in excess of the Senior Cap) shall first be Paid indefeasibly paid in Full full in cash and all commitments to lend under the Senior Loan Documents shall be terminated before any Distribution (other than Permitted Payments), whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. All Subordinated Debt shall first be indefeasibly paid in full in cash and all commitments to lend under the Subordinated Loan Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to holders of Senior Debt on account of any Excess Senior Debt constituting Capped Obligations. All Excess Senior Debt shall first be indefeasibly paid in full in cash and all commitments to lend under the Senior Loan Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Excess Subordinated Debt. (b) Any DistributionDistribution (other than Permitted Payments), whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders Agent in accordance with the terms of the Senior Debt Loan Documents) until all Senior Debt (in the case of Capped Obligations, up to but not in excess of the Senior Cap) is Paid indefeasibly paid in Fullfull in cash and all commitments to lend under the Senior Loan Documents shall have been terminated. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent, in the name of Subordinated Creditor, to demand, xxx sue for, collect and receive any and all such Distributions. Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Excess Senior Debt constituting Capped Obligations shall be paid or delivered directly to Subordinated Creditor (to be held and/or applied by Subordinated Creditor in accordance with the terms of the Subordinated Loan Documents) until all Subordinated Debt (in the case of Capped Obligations, up to but not in excess of the Subordinated Cap) is indefeasibly paid in full in cash and all commitments to lend under the Subordinated Loan Documents shall have been terminated. Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Excess Subordinated Debt constituting Capped Obligations shall be paid or delivered directly to Agent (to be held and/or applied by Agent in accordance with the terms of the Senior Loan Documents) until all Excess Senior Debt is indefeasibly paid in full in cash and all commitments to lend under the Senior Loan Documents shall have been terminated. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and perfected lien or security interests interest securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, Company (which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property Collateral), so long as (A) Subordinated Creditor otherwise retains its lien on the Collateral junior and subordinate to the lien on the Collateral of the Company. Agent securing the Senior Debt and all other financing provided by Senior Lenders during such Proceeding and (B) Subordinated Creditor may seek adequate protection as permitted by Section 2.2(f). (e) Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of or any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and disposition, so long as (i) pursuant to court order, the liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees attach to the net proceeds of the disposition with the same priority and validity as the liens held by Subordinated Creditor on such Collateral, and the liens remain subject to the terms of this Agreement, (ii) the proceeds of a disposition of Collateral received by Agent and Senior Lenders in excess of those necessary to achieve the discharge of Senior Debt, up to the Senior Cap with respect to the Capped Obligations and in their entirety with respect to Senior Debt that are not Capped Obligations, are distributed in accordance with the UCC and applicable law, or (iii) the net cash proceeds of the disposition that are applied to Senior Debt permanently reduce the Senior Debt pursuant to Section 2.2 or if not so applied, are subject to the rights of Subordinated Creditor to object to any further use. Subject to the provisions of Section 2.4 (c) (iv), Subordinated Creditor shall not be deemed to have waived any rights to credit bid on the Collateral in any such disposition in accordance with Section 363(k) of the Bankruptcy Code. Subordinated Creditor may object to any disposition of Collateral that could be raised in a Proceeding by unsecured creditors generally provided such objections are not inconsistent with any other term or provision of this Agreement and vote are not based on the status of the Subordinated Creditor as a secured creditor (without limiting the foregoing, Subordinated Creditor may not raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to reject confirmation secured creditors (or by any comparable provision of any plan which Agent has objected to and/or rejected in writing. bankruptcy law)). (f) Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent; provided that in any Proceeding, (i) if the Agent on behalf of the Senior Lenders is granted adequate protection in the form of a lien on additional or replacement Collateral, Subordinated Creditor may seek or request adequate protection (and the Agent and the Senior Lenders hereby agree not to oppose) in the form of a lien on additional or replacement Collateral, which lien will be subordinated to the liens securing the Senior Debt on the same basis as the other liens securing the Subordinated Debt are subordinated to the liens securing Senior Debt under this Agreement, and (ii) if the Senior Lenders are receiving periodic cash payments of post-petition interest due under the Senior Loan Documents, Subordinated Creditor may seek (and the Agent and the Senior Lenders hereby agree not to oppose) and, subject to the terms below and the other terms of this Agreement, retain periodic cash payments of post-petition interest at the non-default rate specified in the Subordinated Loan Documents (“Second lien Adequate Protection Payments”). If Subordinated Creditor receives Second lien Adequate Protection Payments before the discharge of Senior Debt up to the Senior Cap with respect to the Capped Obligations and in their entirety with respect to Senior Debt that are not Capped Obligations, then upon the effective date of any plan of reorganization or the conclusion or dismissal of any Proceeding, Subordinated Creditor will pay over to Agent pursuant to Section 2.2(a), an amount equal to the lesser of (x) the Second lien Adequate Protection Payments received by Subordinated Creditor and (y) the amount necessary to discharge the Senior Debt. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (eg) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (fh) The Senior Debt shall continue to be treated as Senior Debt senior debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests liens securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyDebtor: (a) All Senior Debt shall first be Paid indefeasibly paid in Full full in cash to the satisfaction of Senior Creditors before any Distribution, whether in cash, securities or other property, shall be made to any Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt (other than Junior Obligations) shall be be, subject to the provisions of the Intercreditor Agreement, paid or delivered directly to Senior Lenders Agent or Trustee, as the case may be (to be held and/or applied by Senior Lenders Agent or Trustee in accordance with the terms of the Senior Debt Documents) Documents and the Intercreditor Agreement), until all Senior Debt is Paid indefeasibly paid in Fullfull in cash to the satisfaction of Senior Creditors. Each Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent or Trustee, as the case may be, other than Junior Obligations. Each Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent or Trustee, as the case may be, in the name of such Subordinated Creditor, to demand, xxx sue for, collect and receive any and all such DistributionsDistributionx, other than Junior Obligations. (c) Each Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Each Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent or Trustee, as the case may be, in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent or Trustee its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of such Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of such Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided PROVIDED Agent or Trustee, as the case may be, shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent or Trustee votes any claim in accordance with the authority granted hereby, no Subordinated Creditor shall not be entitled to change or withdraw such vote. (fe) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders Creditors and Subordinated Creditor Creditors even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyCredit Party: (a) All Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Agent or any Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied to the Senior Note Debt by Senior Lenders Agent in accordance with the terms of the Senior Note Debt Documents) until all Senior Note Debt is Paid in Full (upon such event Agent shall deliver to Senior L/C Lender (or to such other Person entitled thereto under applicable law) amounts and any cash, securities or other property held and not applied to the Senior Note Debt), and thereafter to Senior L/C Lender (to be held and/or applied to the Senior L/C Debt by Senior L/C Lender in accordance with the terms of the Senior L/C Debt Documents) until all Senior L/C Debt is Paid in Full. The Subordinated Creditor Agent, on behalf of itself and each Subordinated Creditor, irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Agent (to be held and/or applied to the Senior LendersNote Debt by Agent in accordance with the terms of the Senior Note Debt Documents) until all Senior Note Debt is Paid in Full (upon such event Agent shall deliver to Senior L/C Lender (or to such other Person entitled thereto under applicable law) amounts and any cash, securities or other property held and not applied to the Senior Note Debt), and thereafter to Senior L/C Lender (to be held and/or applied to the Senior L/C Debt by Senior L/C Lender in accordance with the terms of the Senior L/C Debt Documents) until all Senior L/C Debt is Paid in Full. The Subordinated Creditor Agent, on behalf of itself and each Subordinated Creditor, also irrevocably authorizes and empowers Agent until all Senior LendersNote Debt is Paid in Full, and thereafter Senior L/C Lender until all Senior L/C Debt is Paid in Full, in the name of Subordinated Agent, on behalf of itself and each Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) The Subordinated Creditor Agent, on behalf of itself and each Subordinated Creditor, agrees (i) not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. , (dii) Subordinated Creditor agrees that Agent not to, directly or indirectly, provide, offer to provide, or support any financing (other than any DIP Financing provided by the Senior Note Lenders) provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (such financing, a “DIP Financing”), without the written consent of the Senior Lenders, (iii) not to object to any DIP Financing provided by any Senior Note Lender and Senior Lenders may (iv) to consent to the use of cash collateral or provide financing to the Company on (as such terms and conditions and term is defined in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2363(a) of the Bankruptcy Code; herein, and/or any borrowing or grant “Cash Collateral”), on which the Agent has a lien to the extent the Agent has consented to such use of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consentCash Collateral. (ed) Subordinated Creditor Agent, on behalf of itself and each Subordinated Creditor, agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent until all Senior Note Debt is Paid in Full, and thereafter by Senior L/C Lender until all Senior L/C Debt is Paid in Full in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent until all Senior Note Debt is Paid in Full, and thereafter Senior L/C Lender until all Senior L/C Debt is Paid in Full, its agent and attorney-in-fact with full power of substitution and with full authority in the place and stead of Subordinated Agent and each Subordinated Creditor and in the name of Subordinated Agent and each Subordinated Creditor or otherwise to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor Agent or the Subordinated Creditors promptly to do so prior to 30 10 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor Agent or Subordinated Creditors to do so prior to 15 10 days before the expiration of the time to vote any such claim; provided neither Agent nor Senior L/C Lender shall have no any obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent or Senior L/C Lender, as applicable, votes any claim in accordance with the authority granted hereby, Subordinated Agent and each Subordinated Creditor shall not be entitled to change or withdraw such vote. (fe) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders Lenders, Subordinated Agent and Subordinated Creditor Creditors even if all or part of the Senior Debt or the security interests securing the Senior Note Debt and/or any security interests securing the Senior L/C Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be or is returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyBorrower: (a) All Senior Debt shall first be Paid in Full before any Any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which that would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt Loan, shall be paid or delivered directly to the Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Loan Documents) until all of the Senior Debt is Loans are Paid in Full. Subordinated Creditor Lender irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor Lender also irrevocably authorizes and empowers Senior Lenders, in the name of Subordinated CreditorLender, to demand, xxx for, collect and receive any and all such Distributions. (cb) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor Lender agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company Borrower on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company Borrower may grant to Agent and Senior Lenders liens and security interests upon all of the property of the CompanyBorrower, which liens and security interests (i) shall secure payment of all the Senior Debt Loans (whether such Senior Debt Loans arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding the Proceeding, and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor Lender on the property of the CompanyBorrower. Subordinated Creditor Lender agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt Loans free and clear of security interests, liens or other claims of Subordinated Creditor Lender under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writingdisposition. Subordinated Creditor Lender agrees not to assert any right it may have to “adequate protection” of Subordinated CreditorLender’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of AgentProceeding. Subordinated Creditor Lender waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by the Borrower, as debtor in possession. Subordinated Creditor Lender further agrees that it will not seek to participate or participate on any creditor’s creditors’ committee of the Borrower without Agent’s Senior Lenders’ prior written consent. (ec) Subordinated Creditor Lender agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt Loans requested by Agent Senior Lenders in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent Senior Lenders as its agent and attorney-in-in fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor Lender promptly to do so prior to 30 thirty (30) days before the expiration of the time to file any such proof of claim claim, and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor Lender to do so prior to 15 fifteen (15) days before the expiration of the time to vote any such claim; provided Agent provided, however, that Senior Lenders shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes Senior Lenders vote any claim in accordance with the authority granted hereby, Subordinated Creditor Lender shall not be entitled to change or withdraw such vote. Subordinated Lender hereby assigns to Senior Lenders or their nominee (and will, upon request of Senior Lenders, reconfirm in writing the assignment to Senior Lenders or its nominee of) all of its rights under such claims. (fd) The Senior Debt Loans shall continue to be treated as the Senior Debt Loans and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor Lender even if all or part of the Senior Debt Loans or the security interests securing the Senior Debt Loans are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt Loans is rescinded or must otherwise be returned by any holder of the Senior Debt Loans or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyCredit Party: (a) All Senior Debt shall first be Paid paid in Full full in cash (or another form acceptable to the Senior Lenders) and all commitments to lend under the Senior Debt Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to any Subordinated Creditor on account of any Subordinated DebtDebt (other than a distribution of Reorganization Subordinated Securities if Subordinated Creditors and Agent shall have entered into such supplements to or modifications to this Agreement as Agent may reasonably request to reflect the continued subordination of the Reorganization Subordinated Securities to the Senior Debt (or notes or other securities issued in substitution of all or a portion thereof) to the same extent as provided herein). (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt (other than a distribution of Reorganization Subordinated Securities if Subordinated Creditors and Agent shall have entered into such supplements to or modifications to this Agreement as Agent may reasonably request to reflect the continued subordination of the Reorganization Subordinated Securities to the Senior Debt (or notes or other securities issued in substitution of all or a portion thereof) to the same extent as provided herein) shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid paid in Fullfull in cash (or another form acceptable to the Senior Lenders) and all commitments to lend under the Senior Debt Documents shall have been terminated. Each Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to hold in trust and pay or otherwise deliver all such Distributions to Senior LendersAgent (other than any Distribution constituting a Permitted Subordinated Debt Payment that was received by such Subordinated Creditor prior to the commencement of the applicable Proceeding). Each Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent, in the name of such Subordinated Creditor, to demand, xxx sue for, collect and receive any and all such DistributionsDistributions (oxxxr than a distribution of Reorganization Subordinated Securities if Subordinated Creditors and Agent shall have entered into such supplements to or modifications to this Agreement as Agent may reasonably request to reflect the continued subordination of the Reorganization Subordinated Securities to the Senior Debt (or notes or other securities issued in substitution of all or a portion thereof) to the same extent as provided herein). (c) Each Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt, the Senior Debt Documents or any liens and security interests in property securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent Following the payment in full in cash (or another form acceptable to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear the termination of security interestsall commitments to lender under the Senior Debt Documents, liens any Distribution which may be payable or other claims deliverable in respect of the Subordinated Debt shall be paid or delivered directly to any Subordinated Creditor under Section 363 for application in satisfaction of the Bankruptcy Code or any other provision of Subordinated Debt until such time as all the Bankruptcy Code or applicable law if Agent and Senior Lenders Subordinated Debt shall have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to been paid in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected full in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consentcash. (e) Each Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of such Subordinated Creditor promptly to do so prior to 30 15 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of such Subordinated Creditor to do so prior to 15 10 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, the applicable Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and each Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary subsidiary of the Company: (a) 2.2.1. All Senior Debt shall first be Paid indefeasibly paid in Full full in cash and all commitments to lend under the Senior Debt Documents shall be terminated before any Distribution, whether in cash, securities or other property, Distribution shall be made to Subordinated Creditor on account of any Subordinated Debt; provided that Subordinated Creditor may receive securities of the Company or any Person provided for by a bankruptcy court approved plan of reorganization or readjustment, the payment of which is subordinate on terms substantially similar hereto with respect to the Senior Debt Documents (“Plan Securities”). (b) Any Distribution2.2.2. Except as set forth in Section 2.2(a), whether in cash, securities or other property any Distribution which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt Debt, shall be paid or delivered directly to Senior Lenders Lender (to be held and/or applied by Senior Lenders Lender in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid indefeasibly paid in Fullfull in cash and any commitments to lend under the Senior Debt Documents shall have been terminated. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersLender. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersLender, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) 2.2.3. Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company2.2.4. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent Senior Lender in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent Senior Lender its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claimProceeding; provided Agent Senior Lender shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent Senior Lender votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) 2.2.5. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders Lender and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full Upon any payment or distribution of all Senior Debt, in the event assets of the Subsidiary Guarantor of any Proceeding involving the Company kind or any character, whether in cash, property or securities, to creditors upon a total or partial liquidation or dissolution or reorganization or similar proceeding relating to such Subsidiary of the CompanyGuarantor or its property or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding: (a) All the holders of Senior Debt Indebtedness of such Subsidiary Guarantor shall first be Paid entitled to receive payment in Full full in cash of such Senior Indebtedness before Holders are entitled to receive any Distributionpayment; and (b) until the Senior Indebtedness of such Subsidiary Guarantor is paid in full, whether in cash, securities any payment or other property, distribution to which Holders would otherwise be entitled pursuant to this Supplemental Indenture shall be made to Subordinated Creditor on account holders of Senior Indebtedness of such Subsidiary Guarantor, as their interests may appear. Upon any Subordinated Debt. (b) Any Distributionpayment or distribution referred to in this Supplemental Indenture, whether the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in cash, securities or other property which would otherwise, but such proceedings are pending for the terms hereofpurpose of ascertaining the identity of Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness, the amount thereof or payable thereon and all other facts pertinent thereto or to this Supplemental Indenture, and the Trustee and the Holders shall be payable or deliverable in respect entitled to rely upon a certificate of the Subordinated Debt shall be paid liquidating trustee or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator agent or other Person having authority, (including any Representative of holders of Senior Indebtedness of such Subsidiary Guarantor) making any payment or distribution to pay the Trustee or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name Holders for the purpose of Subordinated Creditor, ascertaining the identity of Persons entitled to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action such payment or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewithdistribution, the Company may grant to Agent and holders of Senior Lenders liens and security interests upon all of Indebtedness, the property of amount thereof or payable thereon, the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding amount or at any time thereafter) amounts paid or distributed thereon and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority facts pertinent thereto or to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claimthis Supplemental Indenture. In the event that Agent votes the Trustee determines in good faith that further evidence is required with respect to the right of any claim Person, as a holder of Senior Indebtedness, to participate in accordance any payment or distribution pursuant to this Section, the Trustee may request such Person (at the expense of the Holders) to furnish evidence to the reasonable satisfaction of the Trustee, acting in good faith, as to the amount of such Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to the other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive payment. The consolidation or merger of the Subsidiary Guarantor with or into any Person, or the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of such Subsidiary Guarantor's assets to any Person, in compliance with the authority granted herebyterms and conditions set forth in Sections 5.1 and 5.2 of the Indenture, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue deemed to be treated as Senior Debt and the provisions a liquidation, dissolution or reorganization or similar proceeding relating to such Subsidiary Guarantor for purposes of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holderSection.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to the Subordinated Creditor Creditors on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to the Senior Lenders Creditors (to be held and/or applied by Senior Lenders in accordance with pro rata to the terms outstanding amount of the Senior Debt Documentsheld by each Senior Creditor) until all Senior Debt is Paid in Full. Until the Senior Debt is Paid in Full, (i) each Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to the Senior Lenders. Creditors, and (ii) each Subordinated Creditor also irrevocably authorizes and empowers each Senior LendersCreditor, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Each Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Each Subordinated Creditor agrees that Agent and the Senior Lenders Creditors may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and the Senior LendersCreditors, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Companydecide. Each Subordinated Creditor agrees that it will not to object to any of the foregoing. Each Subordinated Creditor agrees that it will: (xi) not seek to provide financing to the Company in any Proceeding; (yii) support, and not object to or oppose oppose, any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and the Senior Lenders Creditors have consented to such sale or disposition and are releasing their security interests and liens as welldisposition; and (ziii) not propose, seek and/or support confirmation of any plan to which Agent has the Senior Creditors have not consented to in writing; each Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has the Senior Creditors have objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Each Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or the Senior LendersCreditors’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrowerthe Company, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Each Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent each Senior Creditor as its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim in respect of the Subordinated Debt upon the failure of any Subordinated Creditor promptly to do so prior to 30 days ten (10) Business Days before the expiration of the time to file any such proof of claim claim, and (ii) vote such claim in any such Proceeding upon the failure of any Subordinated Creditor to do so prior to 15 days five (5) Business Days before the expiration of the time to vote any such claim; provided Agent provided, however, that no Senior Creditor shall have no any obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent any Senior Creditor votes any claim in accordance with the authority granted hereby, no Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of the Senior Lenders Creditors and the Subordinated Creditor Creditors even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of (x) any Proceeding involving insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization, readjustment of debt, arrangement, composition, assignment for the Company benefit of creditors, or other similar proceeding relative to Borrower or its creditors, as such, or its property, or (y) any Subsidiary proceeding of the CompanyBorrower for voluntary liquidation, dissolution, winding down or bankruptcy proceedings (collectively, an “Insolvency Event”), then and in any such event: (a) All of the Senior Debt Obligations shall first be Paid finally and indefeasibly paid in Full cash to the Senior Creditor in full before any Distribution, Distribution or other payment or distribution of any kind or character and whether in cash, securities property, or other propertysecurities, shall be made to Subordinated Creditor on account in respect of any Subordinated Debt.the Junior Obligations; (b) Any DistributionUntil the Senior Obligations are finally and indefeasibly paid in cash to Senior Creditor in full, any Distribution or other payment or distribution of any kind or character and whether in cash, securities property, or other property securities, which would otherwise, but for the terms hereof, shall be payable or deliverable upon or in respect of the Subordinated Debt Junior Obligations to Junior Creditor shall be paid or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders Creditor for application in accordance with the terms payment of the amounts then due with respect to the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Obligations, and Junior Creditor irrevocably authorizes, empowers and directs any debtorall receivers, debtor custodians, trustees, liquidators, conservators and others having authority in possessionthe assets, receiver, trustee, liquidator, custodian, conservator property or other Person having authority, premises of Borrower to pay or otherwise deliver effect all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes payments and empowers Senior Lenders, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions.deliveries; (c) Subordinated Notwithstanding any statute, including, without limitation, the United States Bankruptcy Code (the “Bankruptcy Code”), any rule of law or bankruptcy procedures to the contrary, the right of Senior Creditor agrees not hereunder to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority have all of the Senior Debt Obligations paid and satisfied in cash in full prior to the payment of any of the Junior Obligations shall include, without limitation, the right of Senior Creditor to be paid in full all interest accruing on the Senior Obligations due to it after the filing of any petition by or against Borrower in connection with any bankruptcy or similar proceeding or any liens and security interests securing other proceeding referred to in this paragraph, hereof, prior to the Senior Debt.payment of any amounts in respect to the Junior Obligations, including, without limitation, any interest due to Junior Creditor accruing after such date; and (d) Subordinated Junior Creditor agrees that Agent hereby authorizes Senior Creditor to file an appropriate claim for and Senior Lenders may consent to the use on behalf of cash collateral or provide financing to the Company Junior Creditor on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all account of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interestsJunior Obligations, if any, in favor of Subordinated Junior Creditor on the property of the Company. Subordinated Creditor agrees that it will does not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) supportfile, and there is not object to otherwise filed on behalf of Junior Creditor, a proper claim or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs proof of claim in respect connection with the Junior Obligations in the form required in any proceeding relating to an Insolvency Event prior to ten (10) days before the expiration of the Subordinated Debt requested by Agent in time to file such claim, claims or proof of claim. In connection with any such Proceeding and authorization, Junior Creditor hereby irrevocably authorizes, empowers empowers, and appoints Agent its Senior Creditor as Junior Creditor’s agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon and to receive and collect any and all dividends, payments, or other disbursements made thereon in whatever form the failure of Subordinated Creditor promptly same may be paid or issued and to do so prior to 30 days before apply the expiration same on account of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such voteJunior Obligations. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt shall first be Paid paid in Full full in cash (or other consideration acceptable to Agent in its sole discretion) before any DistributionDistribution (other than Reorganization Subordinated Securities), whether in cash, securities or other property, shall be made to the Subordinated Creditor Creditors on account of any Subordinated Debt. (b) Any DistributionDistribution (other than Reorganization Subordinated Securities), whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid paid in Fullfull in cash (or other consideration acceptable to Agent in its sole discretion). Each Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. Each Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent and appoints Agent its attorney-in-fact, in the name of such Subordinated Creditor, to demand, xxx sue for, collect and axx receive any and all such Distributions, at Company's expense. This power of attorney is coupled with an interest and is irrevocable. (c) Each Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. Agent agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Subordinated Debt or any liens and security interests securing the Subordinated Debt. (d) Each Subordinated Creditor Creditor, in its capacity as the holder of a Secured Claim, agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide (or consent to any other Person providing) financing to the Company (or trustee) on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company (or trustee) may grant to Agent and Senior Lenders (or such other Person providing financing) liens and security interests upon all of the property of the Companyits property, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders (or such other Persons providing financing) during such the Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of such Subordinated Creditor on the property of the Company, provided, that (A) the financing (x) does not compel such Company to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the financing documentation or a related document or (y) that the financing documentation or cash collateral order does not expressly require the liquidation of the Collateral prior to a default under the financing documentation or cash collateral order. Each Subordinated Creditor Creditor, in its capacity as the holder of Secured Claim, agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) supportor oppose, and not object to or oppose any will consent to, a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of such Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not proposedisposition, seek and/or support confirmation of any plan to which Agent has not consented to in writing; provided that such Subordinated Creditor agrees shall have the right to object to and vote the further use of the proceeds of such sale or other disposition unless such proceeds are applied to reject confirmation permanently reduce the amount of any plan which Agent has objected to and/or rejected Senior Debt outstanding. Each Subordinated Creditor, in writing. Subordinated Creditor its capacity as the holder of a Secured Claim, agrees not to to: (1) assert any right rights, to the extent adverse, in the commercially reasonable opinion of the Agent, to the interests of the Agent and the Senior Lenders, under Sections 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, including any rights it may have to “"adequate protection” " of such Subordinated Creditor’s 's interest in any Collateral in any Proceeding or objecting to or opposing any use of cash, financing, security or priority described in clauses (i) and (ii) above; PROVIDED, if the Agent or any Senior Lender is granted adequate protection in the form of additional collateral in connection with any cash collateral use or debtor-in-possession financing, then the Subordinated Creditors may seek or request adequate protection in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing the Senior Debt (and such cash collateral use or debtor-in-possession financing on the same basis) as the other Liens securing the Subordinated Debt are so subordinated to the Senior Debt under this Agreement; (2) oppose or object to any adequate protection sought by or granted to Agent or any Senior Lender with respect to the Collateral; (3) initiate or prosecute or join with any other Person to initiate or prosecute any claim, action or other proceeding opposing a motion by Agent to lift the automatic stay; (4) vote in favor of any chapter 11 plan that seeks confirmation under Section 5 1129(b)(2)(A) of the Bankruptcy Code, solely to the extent such vote is required to satisfy Section 1129(a)(10) of the Bankruptcy Code (i.e., each Subordinated Creditor agrees that it will not to vote in favor of such plan if its allowed secured claim is deemed impaired and no other impaired class has accepted the plan, determined without including acceptance of the plan by any insider); (5) seek the dismissal or conversion of a Proceeding, (6) seek the appointment of a trustee, receiver or examiner in a Proceeding; or (7) seek to have the automatic stay of Section 362 of the Bankruptcy Code (or any similar stay under any other applicable law) lifted or modified with respect to the Collateral; provided, however, that each Subordinated Creditor may object to any Collateral without financing under Section 364 in its capacity as the prior written consent holder of Agenta Secured Claim to the extent that the principal amount, together with the aggregate principal amount of Senior Debt outstanding immediately after giving effect to any payment thereof with the proceeds of such financing, exceeds the Senior Debt Limit. Any claim of any Subordinated Creditor arising during a Proceeding, including a claim under Section 507(b) of the Bankruptcy Code, shall constitute Subordinated Debt under this Agreement. Except for any claim based upon a breach of this Agreement, each Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s 's or Senior Lenders’ ' election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 or use of cash collateral under Section 363 of the Bankruptcy Code by Borrowerthe Company, as debtor in possession. Notwithstanding anything in this Section 2.2(d) to the contrary but subject to the other provisions of this Agreement (including Section 2.2(c)), in any Proceeding involving the Company, a Subordinated Creditor further agrees that it will may exercise rights and remedies generally available to holders of unsecured claims against any of the Company and otherwise in accordance with the Subordinated Debt Documents and applicable law. In furtherance of the foregoing, each Subordinated Creditor shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Company arising under either the Bankruptcy Code or applicable non-bankruptcy law, in each case if not seek otherwise in contravention of the express terms of this Agreement, including any right to participate object to the sale or participate on use of property under Section 363 of the Bankruptcy Code and/or any creditor’s committee without Agent’s prior written consentfinancing under Section 364 of the Bankruptcy Code solely to the extent such objection could be asserted by the holder of an unsecured claim against the Company. (e) Each Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of any Subordinated Creditor promptly to do so prior to 30 10 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided PROVIDED, that Agent shall have no obligation to execute, verify, deliver, and/or file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and the Subordinated Creditor Creditors even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, Proceeding and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder. (g) The parties acknowledge and agree that (i) the claims and interests of Agent and the Senior Lenders under the Senior Debt Documents are substantially different from the claims and interests of the Subordinated Creditors under the Subordinated Debt Documents and (ii) such claims and interests should be treated as separate classes for purposes of Section 1122 of the Bankruptcy Code. (h) It is acknowledged and agreed that this Agreement shall constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyBorrower: (a) All Senior Debt This Agreement shall first be Paid remain in Full before full force and effect, and any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt Loan shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Loan Documents) until all of the Senior Debt is Loans are Paid in Full. Subordinated Creditor Lender irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. Subordinated Creditor Lender also irrevocably authorizes and empowers Senior LendersAgent, in the name of Subordinated CreditorLender, to demand, xxx for, collect and receive any and all such Distributions. (cb) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor Lender agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company any Credit Party on such terms and conditions and in such amounts as Agent and Senior LendersAgent, in their its sole discretion, may decide and, in connection therewith, the Company any Credit Party may grant to Agent and for the benefit of Senior Lenders liens and security interests upon all of the property of the Companyany Credit Party, which liens and security interests (i) shall secure payment of all the Senior Debt Loans (whether such Senior Debt Loans arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding the Proceeding, and (ii) shall be superior in priority to the liens and security interests, if any, in favor of each such Subordinated Creditor Lender on the property of the Companyany Credit Party. Subordinated Creditor Lender agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt Loans free and clear of security interests, liens or other claims of Subordinated Creditor Lenders under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have has consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writingdisposition. Subordinated Creditor Lender agrees not to assert any right it may have to “adequate protection” of Subordinated CreditorLender’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor Lender waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor Lender further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (ec) Subordinated Creditor Lender agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt Loans requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of any Subordinated Creditor Lender promptly to do so prior to 30 thirty (30) days before the expiration of the time to file any such proof of claim claim, and (ii) vote such claim in any such Proceeding upon the failure Proceeding, including, but not limited to, to accept or reject any plan of reorganization or arrangement on behalf of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any Lender, all in such claimmanner as Agent deems appropriate; provided provided, however, that Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, the relevant Subordinated Creditor Lender shall not be entitled to change or withdraw such vote. Subordinated Lender hereby assigns to Agent or its nominee (and will, upon request of Agent, reconfirm in writing the assignment to Agent or its nominee of) all rights of such Subordinated Lender under such claims. (fd) The Senior Debt Loans shall continue to be treated as the Senior Debt Loans and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor Lenders even if all or part of the Senior Debt Loans or the security interests securing the Senior Debt Loans are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt Loans is rescinded or must otherwise be returned by any holder of the Senior Debt Loans or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the Company: (a) All Senior Debt shall first be Paid indefeasibly paid in Full full in cash and all commitments to lend under the Senior Debt Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid indefeasibly paid in Fullfull in cash and all commitments to lend under the Senior Debt Documents shall have been terminated. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (fe) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Insolvency Proceeding involving the Company Endologix or any Subsidiary of the Companyother Grantor: (a) All Senior Debt First Lien Obligations shall first be Paid in Full and all commitments to lend under each First Lien Credit Agreement shall be terminated before any Distribution, whether in cash, securities securities, or other property, shall be made to Subordinated the Second Lien Agent or any other Second Lien Creditor on account of any Subordinated DebtSecond Lien Obligations. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt Second Lien Obligations shall be paid or delivered directly to Senior Lenders (to be held and/or the First Lien Agents, and applied by Senior Lenders in accordance with the terms of the Senior Debt First Lien Loan Documents) until all Senior Debt is Paid in Full. Subordinated Each of the Second Lien Agent and each other Second Lien Creditor irrevocably authorizes, empowers and directs any debtor, debtor in debtor-in-possession, receiver, trustee, liquidator, custodiancustodian or conservator, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lendersthe First Lien Agents as set forth above. Subordinated Each of the Second Lien Agent and each other Second Lien Creditor also irrevocably authorizes and empowers Senior Lenderseach First Lien Agent, in the name of Subordinated Creditorthe Second Lien Agent, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Each of the Second Lien Agent and each other Second Lien Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of any portion of the Senior Debt First Lien Obligations or any liens Liens and security interests securing any portion of the Senior DebtFirst Lien Obligations. (d) Subordinated Creditor Each of the Second Lien Agent and each other Second Lien Creditor, agrees that Agent and Senior Lenders the First Lien Creditors may consent to the use of cash collateral or provide (or consent to a third party providing) debtor-in-possession financing to Endologix or the Company other Grantors on such terms and conditions and in such amounts as Agent and Senior Lendersthe First Lien Creditors, in their sole discretion, may decide and, in connection therewith, the Company Endologix and any other Grantor may grant to Agent and Senior Lenders the First Lien Agents liens and security interests upon all of the property of the CompanyEndologix or such Grantor, which liens and security interests (i) shall secure payment of all Senior Debt First Lien Obligations owing to the First Lien Creditors (whether such Senior Debt First Lien Obligations arose prior to the commencement of any Insolvency Proceeding or at any time thereafter) and all other financing provided by Senior Lenders the First Lien Creditors during such Insolvency Proceeding and (ii) shall be superior in priority to the liens Liens in favor of the Second Lien Agent and security intereststhe Second Lien Creditors, if any, in favor of Subordinated Creditor on the property . Each of the Company. Subordinated Creditor Second Lien Agent and each other Second Lien Creditor, agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) supportor oppose, and not object hereby affirmatively consents to and approves, any such cash collateral usage or oppose debtor-in-possession financing or any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt First Lien Obligations free and clear of security interests, liens liens, or other claims of Subordinated any Second Lien Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law Code, if Agent and Senior Lenders the First Lien Creditors have consented to such sale or disposition disposition. Each of the Second Lien Agent and are releasing their security interests and liens as well; and (z) not proposeeach other Second Lien Creditor, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s its interest in any Collateral in any Insolvency Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of each First Lien Agent; provided that, such First Lien Agent will not object to any request by the Second Lien Agent for adequate protection replacement liens on all prepetition and postpetition property of Endologix upon which such First Lien Agent is also granted adequate protection replacement liens, with such liens in favor of the Second Lien Agent being subject in all respects to this Agreement; provided, further that, other than such replacement liens, the Second Lien Agent will not seek any other form of adequate protection. Subordinated Creditor Each of the Second Lien Creditors waives any claim it may now or hereafter have against any First Lien Creditor arising out of Agent’s or Senior Lenders’ election, in the election of any Proceeding instituted under the Bankruptcy Code, First Lien Creditor of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or Code or out of any borrowing cash collateral or financing arrangement or out of any grant of a security interest under Section 364 in connection with the Collateral in any Insolvency Proceeding. Each of the Bankruptcy Code by BorrowerSecond Lien Creditors agrees that it will not provide, as debtor in possessionor offer to provide, any debtor-in-possession financing to Endologix or any other Grantor without the prior written consent of each First Lien Agent. Subordinated The Second Lien Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s the prior written consentconsent of the First Lien Agents. (e) Subordinated Creditor The Second Lien Agent, on behalf of itself and the other Second Lien Creditors, agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt Second Lien Obligations reasonably requested by any First Lien Agent in connection with any such Insolvency Proceeding and hereby irrevocably authorizes, empowers and appoints authorizes such First Lien Agent as its agent and attorney-in-fact to (i) execute, verify, deliver delivery and file such proofs of claim upon the failure of Subordinated Creditor promptly the Second Lien Agent to do so prior to 30 days ten (10) Business Days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Insolvency Proceeding upon the failure of Subordinated the Second Lien Agent or any Second Lien Creditor to do so prior to 15 ten (10) days before the expiration of the time to vote any such claim; provided claim (for such voting purposes, the First Lien Agent shall be deemed to have no subrogated to any rights of the Second Lien Creditors in respect of their claims in such Insolvency Proceeding); provided, however, that neither the First Lien Agents nor any First Lien Creditor shall have any obligation to execute, verify, deliver, and/or file and/or any such claim; provided further, that if the Second Lien Agent or any Second Lien Creditor votes its claim, it shall not vote for any plan of reorganization that does not provide for the prior payment in full of the First Lien Obligations on the date of confirmation or effectiveness or otherwise vote its claims or interests in any Insolvency Proceeding (including voting for, or supporting, confirmation of any plan of reorganization) in a manner that would be inconsistent with such Second Lien Creditor’s covenants and agreements contained herein. For the avoidance of doubt, no First Lien Agent shall have an affirmative obligation to file any such proof of claimclaim on behalf of any Second Lien Creditor. In the event that any First Lien Agent votes any claim in accordance with the authority granted hereby, Subordinated neither any Second Lien Creditor nor the Second Lien Agent shall not be entitled to change or withdraw such vote. (f) Each Second Lien Creditors hereby appoint each First Lien Agent (or its designee) as its authorized agent and representative for purposes of taking any and all actions in any Insolvency Proceedings on the behalf of the Second Lien Creditors, including for purposes of voting such Second Lien Creditor’s claims in any such proceedings; and each Second Lien Creditor hereby agrees and acknowledges that the foregoing appointment and authorization are intended to be enforceable for all purposes under applicable law, including Section 1126(a) of the United States Bankruptcy Code, and, in furtherance, due to, among other things, the requirement hereunder that during any such Insolvency Proceedings all First Lien Obligations be Paid in Full prior to any Distribution in respect of the Second Lien Obligations being permitted hereunder, any vote by any such authorized agent or representative shall be deemed conclusively, for all purposes, to have been consistent with, and in furtherance of, the interests of each Second Lien Creditor. (g) The Senior Debt First Lien Obligations shall continue to be treated as Senior Debt First Lien Obligations and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders the First Lien Creditors and Subordinated Creditor the Second Lien Creditors even if all or part of the Senior Debt First Lien Obligations or the Liens or security interests securing the Senior Debt First Lien Obligations are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Insolvency Proceeding, and this . This Agreement shall be reinstated if at any time any payment of any of the Senior Debt First Lien Obligations is rescinded or must otherwise be returned by any holder of Senior Debt First Lien Obligations or any representative of such holder. (h) Each of Endologix, each First Lien Agent, the Second Lien Agent and each other Second Lien Creditor acknowledges and agrees with respect to the Collateral that (i) the grants of Liens on the Collateral pursuant to the First Lien Loan Documents and the Second Lien Documents constitute separate and distinct grants of Liens, and (ii) because of, among other things, their differing rights in the Collateral, the First Lien Obligations and the Second Lien Obligations are fundamentally different from one another and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding of Endologix. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is determined by a court of competent jurisdiction that the claims of the First Lien Creditors and the Second Lien Creditors in respect of any Collateral, constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the First Lien Creditors shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, prepetition interest, fees, costs, expenses and other claims, all amounts owing in respect of postpetition interest, fees, costs, expenses and other charges, irrespective of whether a claim for such amounts is allowed or allowable in such liquidation or Insolvency Proceeding, before any Distribution from, or in respect of, any such Collateral is made in respect of the claims held by any Second Lien Creditor. The Second Lien Agent, on behalf of itself and the other Second Lien Creditors, hereby agrees to turn over to the First Lien Agents amounts otherwise received or receivable by it to the extent necessary to effectuate the intent of the preceding sentence, regardless of whether such turnover has the effect of reducing the claim or recovery of any Second Lien Creditor.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyObligor: (a) All Senior Debt shall first be Paid paid in Full full in cash to Senior Agent (for the benefit of Senior Lenders) and all commitments to lend under the Senior Debt Documents shall be terminated before any Distribution, whether in cash, securities or other property, Distribution shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property Distribution which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) Agent until all Senior Debt is Paid paid in Fullfull in cash and all commitments to lend under the Senior Debt Documents shall have been terminated. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not Until all Senior Debt is paid in full in cash and all commitments to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of lend under the Senior Debt Documents have terminated, Subordinated Creditor shall not, and shall have no right to, obtain a Lien on any portion of the Collateral or other assets or properties of any liens Obligor (other than a judgment lien obtained as a result of an Enforcement Action permitted pursuant to this Agreement), or to possess any portion of the Collateral or other assets or properties of any Obligor. In the event that, notwithstanding the foregoing sentence, Subordinated Creditor obtains a Lien on any portion of the Collateral or other assets or properties of any Obligor (including, without limitation, a judgment lien obtained as a result of an Enforcement Action permitted pursuant to this Agreement), or if Subordinated Creditor obtains possession of any portion of the Collateral or other assets or properties of any Obligor, such Liens against such Collateral or such other assets or properties securing the Subordinated Debt, whether now existing or hereafter granted or arising, shall in each case be subordinate to the rights, Liens, and security interests securing in the Collateral or such other assets or properties of Senior Agent, on behalf of Senior Lenders, to secure the Senior Debt. In such event, without limiting the provisions of subsection 2.6 of this Agreement, Subordinated Creditor shall not take any action (including any Enforcement Action) to enforce any such Lien except as directed by Senior Agent and shall release any such Lien as directed by Senior Agent in connection with any foreclosure or other realization upon such Collateral or other assets or properties by Senior Agent. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to In the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement event of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interestsProceeding, if any, in favor any holder of Subordinated Creditor on the property Debt has not filed any proof of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale claim or other disposition instrument of similar character necessary to enforce the obligations of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim Obligor in respect of the Subordinated Debt requested (a “Proof of Claim”) held by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to holder fifteen (i15) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file the same, then the Senior Agent may (but shall not be required to), as attorney-in-fact for such holder of Subordinated Debt, duly file such Proof of Claim, and each holder of Subordinated Debt, by such holder’s acceptance of such holder’s Subordinated Debt, appoints the Senior Agent as an attorney-in-fact for such holder of Subordinated Debt for the limited purpose of filing any such proof Proof of claim and (ii) vote such claim Claim in any such Proceeding upon accordance with the failure terms of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claimthis Section 2.2. In the event that the Senior Agent votes makes any claim filing of any Proof of Claim in accordance with the authority granted hereby, no holder of Subordinated Creditor Debt shall be entitled to amend or otherwise modify such filing or vote without the prior written consent of the Senior Agent (which consent shall not be entitled to change unreasonably withheld or withdraw delayed). The appointment of Senior Agent as attorney-in-fact hereunder shall be deemed irrevocable until such votetime as the Senior Debt has been paid in full. (fe) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders Agent and Subordinated Creditor even if all or part of the Senior Debt or the security interests Liens securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such ProceedingProceeding (whether as a result of any demand, settlement, litigation or otherwise), and this Agreement shall be reinstated at such time if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned (whether as a result of any demand, settlement, litigation or otherwise) by any holder of Senior Debt or any representative of such holder. In no event shall Senior Agent or any Person acting through it or on its behalf, require the Subordinated Creditor to turn over any Permitted Subordinated Debt Payments received in compliance with the terms of this Agreement.

Liquidation; Dissolution; Bankruptcy. Prior Upon any payment or distribution (whether in cash, property, debt, equity or other securities, a combination thereof or otherwise) to Payment creditors or equity holders of a Subsidiary Guarantor in Full a voluntary or involuntary liquidation or dissolution of all Senior Debtsuch Subsidiary Guarantor, whether total or partial, or in bankruptcy, reorganization, insolvency, receivership, dissolution, assignment for the event benefit of any Proceeding involving the Company creditors, marshalling of assets or any similar proceeding relating to such Subsidiary of the CompanyGuarantor or its property: (a) All holders of Subsidiary Guarantor Senior Debt Indebtedness of such Subsidiary Guarantor shall first be Paid entitled to receive payment in Full full in cash of all amounts due or to become due on or in respect of all such Subsidiary Guarantor Senior Indebtedness before Holders shall be entitled to receive any Distributionpayment by such Subsidiary Guarantor in respect of its Subsidiary Guaranty or distribution of any assets or securities of such Subsidiary Guarantor (each, whether a "Guaranty Payment"); and (b) until all Subsidiary Guarantor Senior Indebtedness of such Subsidiary Guarantor is paid in full in cash, any Guaranty Payment to which Holders would be entitled but for this Article shall be made to holders of Subsidiary Guarantor Senior Indebtedness of such Subsidiary Guarantor, as their interests may appear. Upon any payment or distribution referred to in this Article, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such proceedings are pending for the purpose of ascertaining the identity of Persons entitled to participate in such payment or distribution, the holders of Subsidiary Guarantor Senior Indebtedness, the amount thereof or payable thereon and all other facts pertinent thereto or to this Article, and the Trustee and the Holders shall be entitled to rely upon a certificate of the liquidating trustee or agent or other Person (including any Representative of holders of Subsidiary Guarantor Senior Indebtedness) making any payment or distribution to the Trustee or to the Holders for the purpose of ascertaining the identity of Persons entitled to participate in such payment or distribution, the holders of Subsidiary Guarantor Senior Indebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person, as a holder of Subsidiary Guarantor Senior Indebtedness, the participate in any payment or distribution pursuant to this Section, the Trustee may request such Person (as the expense of the Holders) to furnish evidence to the reasonable satisfaction of the Trustee, acting in good faith, as to the amount of such Subsidiary Guarantor Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to the other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive payment. For purposes of this Article, a distribution may consist of cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities by set-off or other property which would otherwise, but provided that, for the terms hereof, be payable or deliverable in respect purposes of the Subordinated Debt shall be paid or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewiththis Article only, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.words

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyBorrower: (a) All Senior Debt This Agreement shall first be Paid remain in Full before full force and effect, and any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Each Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. Each Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent, in the name of such Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (cb) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Each Subordinated Creditor agrees that Senior Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company Borrower on such terms and conditions and in such amounts as Agent and Senior LendersAgent, in their its sole discretion, may decide and, in connection therewith, the Company any Credit Party may grant to Senior Agent and Senior Lenders liens and security interests upon all of the property of the Companysuch Credit Party, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders Agent during such the Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor Creditors on the property of the Companysuch Credit Party. Each Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of such Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Senior Agent and Senior Lenders have has consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writingdisposition. Each Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of such Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Senior Agent. Each Subordinated Creditor waives any claim it may now or hereafter have arising out of Senior Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Each Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Senior Agent’s prior written consent. (ec) Each Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Senior Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Senior Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of such Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure Proceeding, including, but not limited to, to accept or reject any plan of reorganization or arrangement on behalf of such Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any Creditor, all in such claimmanner as Senior Agent deems appropriate; provided Senior Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Senior Agent votes any claim in accordance with the authority granted hereby, no Subordinated Creditor shall not be entitled to change or withdraw such vote. Each Subordinated Creditor hereby assigns to Senior Agent or its nominee (and will, upon request of Senior Agent, reconfirm in writing the assignment to Senior Agent or its nominee of) all rights of such Subordinated Creditor under such claims. (fd) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor Creditors even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyObligor: (ai) All Senior Debt Obligations shall first be Paid in Paid-In-Full before any Distribution, whether in cash, securities or other property, shall be made to the Subordinated Creditor on account of any Subordinated DebtDebt (other than a distribution of Reorganization Subordinated Securities if the Subordinated Creditor and the Senior Agent shall have entered into such supplements to or modifications to this Agreement as the Senior Agent may request to reflect the continued subordination of the Reorganization Subordinated Securities to the Senior Obligations (or notes or other securities issued in substitution of all or a portion thereof) to the same extent as provided herein). (bii) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt (other than a distribution of Reorganization Subordinated Securities if the Subordinated Creditor and the Senior Agent shall have entered into such supplements to or modifications to this Agreement as the Senior Agent may request to reflect the continued subordination of the Reorganization Subordinated Securities to the Senior Obligations (or notes or other securities issued in substitution of all or a portion thereof) to the same extent as provided herein) shall be paid or delivered directly to the Senior Lenders Agent (to be held and/or applied by the Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all of the Senior Debt is Paid in Obligations have been Paid-In-Full. The Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in debtor-in-possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to the Senior LendersAgent. The Subordinated Creditor also irrevocably authorizes and empowers the Senior LendersAgent, in the name of such Subordinated Creditor, to demand, xxx sxx for, collect and receive any and all such Distributions. (ciii) The Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Obligations, the Senior Debt Documents, or any liens and security interests or guaranties securing any of the Senior DebtObligations. (div) The Subordinated Creditor agrees that Agent and Senior Lenders may consent shall be entitled to vote its claims in any Insolvency or Liquidation Proceeding so long as the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all Subordinated Creditor does not (A) challenge any Liens of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding Creditors or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to challenge or dispute the liens and security interests, if any, in favor validity of Subordinated Creditor on the property of the Companythis Agreement. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) The Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by the Senior Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints the Senior Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of such Subordinated Creditor promptly to do so prior to 30 ten (10) days before the expiration of the time to file any such proof of claim (if such Subordinated Creditor has failed to file such proof of claim prior to such date) and (ii) vote such claim in any such Proceeding upon the failure of such Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claimclaim (it being agreed that any such Subordinated Creditor may thereafter vote such claim (or change or amend the Senior Agent’s vote)); provided provided, that the Senior Agent shall have no obligation to execute, verify, deliver, file and/or vote in respect of any such proof of claim. In ; provided, further, that the event that Senior Agent votes shall provide to the Subordinated Creditors a copy of any such proof of claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw filed by it promptly after making such votefiling. (fv) This Agreement shall continue in full force and effect after the commencement of any Insolvency or Liquidation Proceeding (in the event of any Insolvency or Liquidation Proceeding involving a particular Obligor, all references herein to such Obligor shall be deemed to apply to such Obligor as debtor-in-possession and to a trustee for such Obligor’s estate in an Insolvency or Liquidation Proceeding) and shall apply with full force and effect with respect to all collateral acquired by such Obligor and to all Senior Obligations or Subordinated Debt incurred by such Obligor, subsequent to such commencement, if any. (vi) The Senior Debt Obligations shall continue to be treated as Senior Debt Obligations and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and the Subordinated Creditor even if all or part of the Senior Debt Obligations or the security interests or liens securing the Senior Debt Obligations are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt Obligations is rescinded or must otherwise be returned by any holder of Senior Debt Obligations or any representative of such holder. (vii) Nothing contained herein shall prohibit or in any way limit the Senior Agent or the Senior Creditors from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Subordinated Creditor or any Person acting on behalf thereof.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Bankruptcy Proceeding involving Parent, the Company or any Subsidiary of the Companytheir respective Subsidiaries: (a1) All Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor any Company Stockholder, Company Optionholder or RSU Holder on account of any Earnout Amount (other than the Escrowed Earnout Amount and a distribution of Reorganization Subordinated DebtSecurities which the Company Stockholders are hereby specifically authorized to receive and retain). (b2) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of any Earnout Amount (other than the Escrowed Earnout Amount and a distribution of Reorganization Subordinated Debt Securities which the Company Stockholders are hereby specifically authorized to receive and retain) shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied to the Senior Debt by Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any Each debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to shall pay or otherwise deliver all such Distributions (other than the Escrowed Earnout Amount and a distribution of Reorganization Subordinated Securities) to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Agent (to be held and/or applied to the Senior Lenders, Debt by Senior Agent in accordance with the name terms of Subordinated Creditor, to demand, xxx for, collect and receive any and the Senior Debt Documents) until all such DistributionsSenior Debt is Paid in Full. (c3) Subordinated Creditor agrees not At the meeting of creditors or in the event of any Bankruptcy Proceeding involving Parent or the Company, the Company Stockholders shall retain the right to vote and file any proof of claims and otherwise act with respect to the Earnout Amount (including the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension); provided that no Company Stockholder shall initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d4) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of Until all Senior Debt (whether such is Paid in Full, Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) Agent shall be superior in priority to the liens irrevocably authorized, empowered and security interestsappointed as each Company Stockholder’s, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, Optionholder’s and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated CreditorRSU Holder’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact with full power of substitution and with full authority in the place and stead of such Company Stockholder, Company Optionholder or RSU Holder and in the name of such Company Stockholder, Company Optionholder or RSU Holder and such or otherwise to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor such Company Stockholder, Company Optionholder or RSU Holder promptly to do so prior to 30 15 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Bankruptcy Proceeding upon the failure of Subordinated Creditor such Company Stockholder, Company Optionholder or RSU Holder to do so prior to 15 10 days before the expiration of the time to vote any such claim; provided Senior Agent shall not have no any obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Senior Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor no Company Stockholder, Company Optionholder or RSU Holder shall not be entitled to change or withdraw such vote. (f5) The Senior Debt shall continue to be treated as Senior Debt and the provisions of Section 7.2(g) of this Agreement shall continue to govern the relative rights and priorities of Senior Agent and Senior Lenders and Subordinated Creditor Company Stockholders, Company Optionholders and RSU Holders with respect to the Earnout Amount even if all or part of the Senior Debt or all or part of the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Bankruptcy Proceeding, and Section 7.2(g) of this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyObligor: (a) All Senior Debt shall first be Paid indefeasibly paid in Full full in cash and all commitments to lend under the Senior Debt Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to the Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property property, which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to the Senior Lenders (Creditor or to be held and/or applied by an agent or trustee acting on behalf of the Senior Lenders Creditor in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid indefeasibly paid in Fullfull in cash and all commitments to lend under the Senior Debt Documents shall have been terminated. The Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to the Senior LendersCreditor or to an agent or trustee acting on behalf of the Senior Creditor. The Subordinated Creditor also irrevocably authorizes and empowers the Senior LendersCreditor, or any agent or trustee acting on behalf of the Senior Creditor, in the name of the Subordinated Creditor, to demand, xxx sue for, collect and receive any and all such Distributions. (c) The Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing of the Senior DebtSecurity Documents. (d) The Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent the Senior Creditor and indicating that all such claims are junior and subordinate to claims of the Senior Creditor on the terms set forth herein and may be voted by such Senior Creditor or its agent, or any agent or trustee acting on behalf of the Senior Creditor, in connection with any such Proceeding and (ii) hereby irrevocably authorizes, empowers and appoints Agent the Senior Creditor, or any agent or trustee acting on behalf of the Senior Creditor, its agent and attorney-in-fact to take any of the following actions: (ix) execute, verify, deliver and file such proofs of claim upon the failure of the Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim claim; and (iiy) vote such any claim filed by or on behalf of Subordinated Creditor in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claimProceeding; provided Agent such Person shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent the Senior Creditor, or any agent or trustee acting on behalf of the Senior Creditor, votes any claim in accordance with the authority granted hereby, the Subordinated Creditor shall not be entitled to change or withdraw such vote. (fe) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of the Senior Lenders Creditor and the Subordinated Creditor even if all or part of the Senior Debt or the liens security interests securing of the Senior Debt Security Documents are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of the Senior Debt or any representative of such holderCreditor.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full Upon any payment or distribution of all Senior Debt, in the event assets of any Proceeding involving Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors or marshalling of assets of the Company or any Subsidiary in a bankruptcy, reorganization, insolvency, receivership or other similar proceeding relating to the Company of the Companyits properties, whether voluntary or involuntary: (a) All all Obligations due upon all Guarantor Senior Debt shall first be Paid paid in Full cash or Cash Equivalents, or such payment is duly provided for to the satisfaction of the holders of Guarantor Senior Debt, before any Distributionpayment or distribution of any kind or character is made on account of any Obligations on the Securities or for the acquisitions of any of the Securities for cash or property or allowances; and (b) until the Guarantor Senior Debt of such Guarantor is paid in full, whether in cash, securities any payment or other property, distribution to which Holders would be entitled but for this Article shall be made to Subordinated Creditor on account holders of Guarantor Senior Debt, as their interests may appear. Upon any Subordinated Debt. (b) Any Distributionpayment or distribution referred to in this Article, whether the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in cash, securities or other property which would otherwise, but such proceedings are pending for the terms hereofpurpose of ascertaining the identity of Persons entitled to participate in such payment or distribution, the holders of Guarantor Senior Debt, the amount thereof or payable thereon and all other facts per- tinent thereto or to this Article, and the Trustee and the Holders shall be payable or deliverable in respect entitled to rely upon a certificate of the Subordinated Debt shall be paid liquidating trustee or delivered directly to Senior Lenders (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator agent or other Person having authority, (including any Representative of holders of Guarantor Senior Debt) making any payment or distribution to pay the Trustee or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name Holders for the purpose of Subordinated Creditor, ascertaining the identity of Persons entitled to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claimsuch payment or distribution, action or other proceeding challenging the enforceability, validity, perfection or priority holders of the Senior Debt or any liens and security interests securing the Guarantor Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of amount thereof or payable thereon, the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding amount or at any time thereafter) amounts paid or distributed thereon and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority facts pertinent thereto or to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claimthis Article. In the event that Agent votes the Trustee determines in good faith that further evidence is required with respect to the right of any claim Person, as a holder of Guarantor Senior Debt, to participate in accordance any payment or distribution pursuant to this Section, the Trustee may request such Person (at the expense of the Holders) to furnish evidence to the reasonable satisfaction of the Trustee, acting in good faith, as to the amount of such Guarantor Senior Debt held by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to the other facts pertinent to the rights of such Person under this Section, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive payment. The consolidation or merger of a Guarantor with or into any Person, or the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of such Guarantor's assets to any Person, in compliance with the authority granted herebyterms and conditions set forth in Article 5, Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue deemed to be treated as Senior Debt and the provisions a liquidation, dissolution or reorganization or similar proceeding relating to such Guarantor for purposes of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holderSection.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary the liquidation or dissolution of the Company: (a) All Senior Debt shall first be Paid indefeasibly paid in Full full in cash and all commitments to lend under the Senior Debt Documents shall be terminated before any Distribution, whether in cash, securities or other property, or otherwise, shall be made to any Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property property, or otherwise, which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid indefeasibly paid in Fullfull in cash and all commitments to lend under the Senior Debt Documents shall have been terminated. Each Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. Each Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent, in the name of such Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Each Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging (i) the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt or (ii) the exercise of any rights or remedies of Agent or any Senior Lender in respect of the Senior Debt or any liens or security interests securing the Senior Debt. (d) Each Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of such Subordinated Creditor on the property of the Company. Each Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of such Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writingdisposition. Each Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of such Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Each Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrowerthe Company, as debtor in possession. Each Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Each Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of such Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of such Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, the applicable Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor Creditors even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement and the relative rights and priorities of Senior Lenders and Subordinated Creditors hereunder shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior Upon any payment or distribution (including by exercise of any right of receipt, set-off, combination of accounts or other discharge) to Payment in Full creditors of all Senior Debtany Note Guarantor, in a liquidation, dissolution, winding-up, bankruptcy, administration, reorganization, examination, receivership, administrative receivership or similar proceeding relating to such Note Guarantor or its property, or in an assignment for the event benefit of creditors of such Note Guarantor or in any Proceeding involving the Company or any Subsidiary marshalling of the Companysuch Note Guarantor’s assets: (a1) All holders of all Note Guarantor Senior Debt shall first Indebtedness of such Note Guarantor, including without limitation holders of Bank Indebtedness and Hedging Obligations of such Note Guarantor, will be Paid entitled to receive irrevocable payment in Full before any Distribution, whether full in cash, securities or other property, shall be made to Subordinated Creditor on account cash of any Subordinated Debt. all obligations due (band that become due thereafter) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to all Note Guarantor Senior Lenders Indebtedness (to be held and/or applied by Senior Lenders in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior Lenders. Subordinated Creditor also irrevocably authorizes and empowers Senior Lenders, in the name of Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to including interest accruing after the commencement of any Proceeding liquidation, dissolution, winding-up, bankruptcy, administration, reorganization, receivership, administrative receivership or at similar proceeding) before the Senior Subordinated Trustee or Holders of Senior Subordinated Notes will be entitled to receive any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority payment with respect to the liens relevant Note Guarantee (except that Holders may receive and security interests, retain payments made from any defeasance trust referred to in the section entitled “—Defeasance” if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing such trust was established prior to the Company in any Proceeding; (y) support, proceedings described above and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part in breach of the Senior Debt free and clear Secured Credit Agreement or the terms of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision Note Guarantor Senior Indebtedness); and (2) until all Note Guarantor Senior Indebtedness of the Bankruptcy Code such Note Guarantor has been irrevocably paid in full in cash, any payment or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan distribution to which Agent has not consented to in writing; the Senior Subordinated Creditor agrees to object to and vote to reject confirmation Trustee or holders of any plan which Agent has objected to and/or rejected in writing. Senior Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (e) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not Notes would be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and but for the subordination provisions of this Agreement Article XI shall continue be made first to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of lenders under the Senior Debt or the security interests securing Secured Credit Agreement (including in relation to any Hedging Obligations thereunder) and to holders of Hedging Obligations which are secured ratably with the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with Secured Credit Agreement if any such Proceeding, Indebtedness is then outstanding thereunder and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative then to holders of such holderother Note Guarantor Senior Indebtedness as their respective interests may appear.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving any Borrower or Guarantor or after the Company occurrence and during the continuation of a Senior Default or if a Senior Default would result from any Subsidiary of the Companypayment: (a) All Senior Debt shall first be Paid indefeasibly paid in Full full in cash and all commitments to lend (if any) under the Senior Debt Documents shall be terminated before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any Subordinated Debt. (b) Any Distribution, whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Agent (to be held and/or applied by Senior Lenders Agent in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid indefeasibly paid in Fullfull in cash and all commitments to lend (if any) under the Senior Debt Documents shall have been terminated. The Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise deliver all such Distributions to Senior LendersAgent. The Subordinated Creditor also irrevocably authorizes and empowers Senior LendersAgent, in the name of such Subordinated Creditor, to demand, xxx for, collect and receive any and all such Distributions. (c) The Subordinated Creditor agrees not to initiate, prosecute or participate in any claim, action or other proceeding challenging the enforceability, validity, perfection or priority of the Senior Debt or any liens and security interests securing the Senior Debt. (d) The Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company Borrowers or any of their affiliates on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company Borrowers and/or such affiliates may grant to Agent and Senior Lenders liens and security interests upon all of the property of all of the CompanyBorrowers and/or such affiliates, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of any Subordinated Creditor on the property of the Companyany Borrowers and/or such affiliates. The Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any a sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of such Subordinated Creditor (if any) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writingdisposition. The Subordinated Creditor agrees not to assert any right it may have to “"adequate protection” " of such Subordinated Creditor’s 's interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. The Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s 's or Senior Lenders’ ' election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrowerany Borrower and/or any of its affiliates, as debtor in possession. The Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s 's committee without Agent’s 's prior written consent. (e) The Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of such Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so any time prior to 15 days before the expiration of the time to vote any such claim (for the avoidance of doubt, such Subordinated Creditor shall have no right to vote such claim); provided Agent shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent votes any claim in accordance with the authority granted hereby, such Subordinated Creditor shall not be entitled to change or withdraw such vote. (f) The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders and Subordinated Creditor even if all or part of the Senior Debt or the security interests securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holder.

Liquidation; Dissolution; Bankruptcy. Prior to Payment in Full of all Senior Debt, in In the event of any Proceeding involving the Company or any Subsidiary of the CompanyLoan Party: (a) All Senior Debt shall first be Paid in Full before any Distribution, whether in cash, securities or other property, shall be made to Subordinated Creditor on account of any the Subordinated Debt. (b) Any DistributionDistribution (other than a Distribution of Reorganization Subordinated Securities), whether in cash, securities or other property which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Subordinated Debt shall be paid or delivered directly to Senior Lenders Creditor (to be held and/or applied by Senior Lenders Creditor in accordance with the terms of the Senior Debt Documents) until all Senior Debt is Paid in Full. Subordinated Creditor irrevocably authorizes, empowers and directs any debtor, debtor in possession, receiver, interim receiver, trustee, liquidator, custodian, conservator conservator, monitor or other Person having authority, to pay or otherwise deliver all such Distributions (other than a Distribution of Reorganization Subordinated Securities) to Senior LendersCreditor for application to the Senior Debt until Payment in Full of the Senior Debt. Subordinated Creditor also irrevocably authorizes and empowers Senior LendersCreditor, in the name of Subordinated Creditor, to demand, xxx sue for, collect and receive any and all such Distributions. Distributions (c) other than a Distribution of Reorganization Subordinated Securities). Subordinated Creditor agrees not will duly and promptly take such action, at the expense of the Loan Parties, as Senior Creditor may reasonably request to initiate(i) collect the Subordinated Debt for the account of Senior Creditor and to file appropriate claims or proofs of claim with respect thereto, prosecute or participate in any claim(ii) execute and deliver to Senior Creditor such powers of attorney, action assignments or other proceeding challenging the enforceabilityinstruments as Senior Creditor may request in order to enable it to enforce any and all claims with respect to, validity, perfection or priority of the Senior Debt or and any liens and security interests and other liens securing payment of, the Subordinated Debt, and (iii) collect and receive for the account of Senior Creditor any and all payments and other Distributions which may be payable or deliverable upon or with respect to the Subordinated Debt, until the Payment in Full of the Senior Debt. (d) Subordinated Creditor agrees that Agent and Senior Lenders may consent to the use of cash collateral or provide financing to the Company on such terms and conditions and in such amounts as Agent and Senior Lenders, in their sole discretion, may decide and, in connection therewith, the Company may grant to Agent and Senior Lenders liens and security interests upon all of the property of the Company, which liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and all other financing provided by Senior Lenders during such Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of the Company. Subordinated Creditor agrees that it will not object to any of the foregoing. Subordinated Creditor agrees that it will: (x) not seek to provide financing to the Company in any Proceeding; (y) support, and not object to or oppose any sale or other disposition of any property (or any process pertaining to such sale or other disposition of any property) securing all of any part of the Senior Debt free and clear of security interests, liens or other claims of Subordinated Creditor under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code or applicable law if Agent and Senior Lenders have consented to such sale or disposition and are releasing their security interests and liens as well; and (z) not propose, seek and/or support confirmation of any plan to which Agent has not consented to in writing; Subordinated Creditor agrees to object to and vote to reject confirmation of any plan which Agent has objected to and/or rejected in writing. Subordinated Creditor agrees not to assert any right it may have to “adequate protection” of Subordinated Creditor’s interest in any Collateral in any Proceeding and agrees that it will not seek to have the automatic stay lifted with respect to any Collateral without the prior written consent of Agent. Subordinated Creditor waives any claim it may now or hereafter have arising out of Agent’s or Senior Lenders’ election, in any Proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by Borrower, as debtor in possession. Subordinated Creditor further agrees that it will not seek to participate or participate on any creditor’s committee without Agent’s prior written consent. (ec) Subordinated Creditor agrees to execute, verify, deliver and file any proofs of claim in respect of the Subordinated Debt requested by Agent Senior Creditor in connection with any such Proceeding and hereby irrevocably authorizes, empowers and appoints Agent Senior Creditor as its agent and attorney-in-fact to (i) execute, verify, deliver and file such proofs of claim upon the failure of Subordinated Creditor promptly to do so prior to 30 days before the expiration of the time to file any such proof of claim and (ii) vote such claim in any such Proceeding upon the failure of Subordinated Creditor to do so prior to 15 days before the expiration of the time to vote any such claim; provided Agent provided, Senior Creditor shall have no obligation to execute, verify, deliver, file and/or vote any such proof of claim. In the event that Agent Senior Creditor votes any claim in accordance with the authority granted hereby, Subordinated Creditor shall not be entitled to change or withdraw any such vote. Notwithstanding the foregoing, nothing in this Agreement shall restrict or impair the right of Subordinated Creditor to vote its claim in respect of the Subordinated Debt in any Proceeding; provided that, without the prior written consent of Senior Creditor, Subordinated Creditor may not vote in favor of a plan of reorganization in a Proceeding that contravenes the priority or subordination provisions of this Agreement. (fd) Subordinated Creditor agrees that it will consent to, and not object to or oppose any use of cash collateral consented to by Senior Creditor or any financing provided by Senior Creditor to any Loan Party or any of its subsidiaries during a Proceeding (or any financing provided by any other Person consented to by Senior Creditor) (collectively, “DIP Financing”) on such terms and conditions as Senior Creditor, in its sole discretion, may decide. In connection therewith, any Loan Party may grant to Senior Creditor Liens and security interests upon all of the property of such Loan Party, which Liens and security interests (i) shall secure payment of all Senior Debt (whether such Senior Debt arose prior to the commencement of any Proceeding or at any time thereafter) and DIP Financing provided by Senior Creditor or consented to by Senior Creditor during the Proceeding and (ii) shall be superior in priority to the liens and security interests, if any, in favor of Subordinated Creditor on the property of such Loan Party. If, in connection with any cash collateral use or DIP Financing, any liens and security interests on the Collateral held by Senior Creditor are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve out,” or fees owed to the United States Trustee, then the Liens on the Collateral of Subordinated Creditor (if any) shall also be subordinated to such interest or claim and shall remain subordinated to the Liens and security interests on the Collateral of Senior Creditor consistent with this Agreement. Subordinated Creditor agrees that it will consent to, and not object to or oppose, a sale or other Disposition of any property securing all or any part of any Senior Debt free and clear of security interests, Liens or other claims of Subordinated Creditor under applicable Bankruptcy Laws (or any order issued by a court in a Proceeding), including Sections 363, 365 and 1129 of the Bankruptcy Code, if Senior Creditor has consented to such sale or other Disposition. Subordinated Creditor agrees not to assert any right it may have in any Proceeding arising from any Loan Party’s or any of their respective subsidiaries’ use, sale or other Disposition of Collateral and agrees that Subordinated Creditor will not seek (or support any other Person seeking) to have any stay, whether automatic or otherwise, lifted with respect to any Collateral without the prior written consent of Senior Creditor. Subordinated Creditor agrees that Subordinated Creditor will not, and will not permit, any of its Affiliates to, directly or indirectly, provide, participate in or otherwise support, any debtor-in-possession financing (or any other financing in a Proceeding) to any Loan Party without the prior written consent of Senior Creditor. Subordinated Creditor will not object to or oppose any adequate protection sought by Senior Creditor or object to or oppose any motion by Senior Creditor to lift any automatic stay or any other stay in any Proceeding. Except for replacement Liens on Collateral subordinated to the Liens of Senior Creditor on such Collateral pursuant to or otherwise consistent with the terms of this Agreement, Subordinated Creditor will not seek or assert any right it may have for adequate protection of its interest in any Collateral. If the Collateral of any Loan Party is not subject to Senior Creditor’s Lien and Subordinated Creditor is granted adequate protection in the form of periodic cash payments on account of such Collateral, such payments shall be subject to the terms of this Agreement (including, without limitation, Section 2.3). Subordinated Creditor waives any claim it may now or hereafter have arising out of Senior Creditor’s election, in any Proceeding, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code by any Loan Party, as debtor-in-possession. Subordinated Creditor further agrees that it shall not, without Senior Creditor’s prior written consent, (A) commence or continue any Proceeding or (B) propose any plan of reorganization, compromise, arrangement or proposal or file any motion, pleading or material in support of any motion or plan of reorganization, compromise, arrangement or proposal that (1) would impair the rights of Senior Creditor, (2) is in conflict with the terms of this Agreement or (3) is opposed by Senior Creditor or (C) oppose any plan of reorganization, compromise, arrangement, proposal or liquidation supported by Senior Creditor. (e) This Agreement shall constitute a “subordination agreement” for the purposes of Section 510(a) of the Bankruptcy Code and shall be enforceable in any Proceeding in accordance with its terms. The Senior Debt shall continue to be treated as Senior Debt and the provisions of this Agreement shall continue to govern the relative rights and priorities of Senior Lenders Creditor and Subordinated Creditor even if all or part of the Senior Debt or the security interests Liens securing the Senior Debt are subordinated, set aside, avoided, invalidated or disallowed in connection with any such Proceeding, and this Agreement shall be reinstated if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by any holder of Senior Debt or any representative of such holderholder (a “Senior Recovery”) and all rights, interests, priorities and privileges recognized in this Agreement shall apply with respect to any such Senior Recovery. If this Agreement shall have been terminated prior to such Senior Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto from such date of reinstatement. All references in this Agreement to any Loan Party shall include such Loan Party as a debtor-in-possession and any receiver or trustee for such Loan Party in any Proceeding. (f) Without limiting the foregoing provisions of this Section 2.2 and subject to the other express provisions of this Agreement, in any Proceeding involving the Loan Parties, Subordinated Creditor may exercise rights and remedies generally available to holders of unsecured claims against the Loan Parties.