Common use of Provisions Applicable After Bankruptcy Clause in Contracts

Provisions Applicable After Bankruptcy. The provisions of this Agreement shall continue in full force and effect notwithstanding the occurrence of any Insolvency Event. To the extent that the Subordinated Noteholders has or acquires any rights under Section 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, the Subordinated Noteholders hereby agrees not to assert such rights without the prior written consent of the Senior Lenders; provided, that if requested by the Senior Lenders, the Subordinated Noteholders shall seek to exercise such rights in the manner requested by the Senior Lenders, including the rights in payments in respect of such rights. Without limiting the generality of the foregoing sentence, to the extent that Senior Lenders consent to any Credit Party’s use of cash collection under Section 363 of the Bankruptcy Code or any Senior Lender agrees to provide financing to any Borrower under Section 364 of the Bankruptcy Code, the Subordinated Noteholders hereby agrees not to impede, object to (on grounds of lack of adequate protection, or otherwise), or otherwise interfere with such use of cash collateral or financing. The Subordinated Noteholders specifically agrees that the Senior Lenders may consent to any Credit Party’s use of cash collateral or provide financing to any Credit Party on such terms and conditions and in such amounts as the Senior Lenders, in their sole discretion, may decide and that, in connection with such cash collateral usage or such financing, any Credit Party (or a trustee appointed for the estate of such Credit Party) may grant to the Senior Lenders liens and security interests upon all or any part of the assets of any Borrower or other Credit Party, which liens and security interests: (i) shall secure payments of all Senior Obligations (whether such Senior Obligations arose prior to the filing of the bankruptcy petition or thereafter); and (ii) shall be superior in priority to the liens on and security interests in the assets of any Borrower or other Credit Party held by the Subordinated Noteholders. The Subordinated Noteholders (both in its capacity as a Subordinated Noteholders and in its capacity (if any) as a party which may be obligated to any Credit Party or any Credit Party’s Affiliates with respect to contracts which are part of any Senior Lender’s Collateral) agrees not to initiate or prosecute or encourage any other Person to initiate or prosecute any claim, action, objection or other proceeding (A) challenging the enforceability of the claim of any Senior Lender, (B) challenging the enforceability of any liens or security interests in any assets securing the Senior Obligations, or (C) asserting any claims which any Credit Party may hold with respect to any Senior Lender. All allocations of payments among the Senior Lenders and the Subordinated Noteholders shall, subject to any court order, continue to be made after the filing of a petition under the United States Bankruptcy Code, as amended (the “Bankruptcy Code”), or any similar proceeding, on the same basis that the payments were to be allocated prior to the date of such filing. The Subordinated Noteholders agrees that it will not object to or oppose a sale or other disposition of any assets securing the Senior Obligations (or any portion thereof) free and clear of its security interests, liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Lenders have consented to such sale or disposition of such assets. The Subordinated Noteholders agrees not to assert any right it may have to “adequate protection” of its interest in the Collateral in any bankruptcy proceeding and agrees that it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior Lenders. The Subordinated Noteholders waives any claim it may now or hereafter have against any Senior Lender arising out of the election of any Senior Lender, in any case instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral arrangement, or financing arrangement, or out of any grant of a security interest, under Section 363 or 364 of the Bankruptcy Code, with or by any Credit Party, as debtor in possession (or with or by any trustee for any Credit Party). The Subordinated Noteholders agrees that it will not, in its capacity as a secured creditor: (a) propose, vote to accept, or otherwise support confirmation of, a plan of reorganization opposed by any Senior Lender, or (b) vote to reject, object to confirmation of, or otherwise oppose confirmation of, a plan of reorganization supported by the Senior Lenders. The subordination and other provisions of this Agreement shall be enforceable under Section 510(a) of the Bankruptcy Code.

Provisions Applicable After Bankruptcy. The provisions of this Agreement shall continue in full force and effect notwithstanding the occurrence of any Insolvency Event. To the extent that the any Subordinated Noteholders Lender has or acquires any rights under Section 362, 363 or 364 of the Bankruptcy Code with respect to the Senior Lender Collateral, the such Subordinated Noteholders Lender hereby agrees not to assert such rights without the prior written consent of the Senior LendersLender; providedprovided that, that if requested by the Senior LendersLender, the such Subordinated Noteholders Lender shall seek to exercise such rights in the manner requested by the Senior LendersLender, including the rights in payments in respect of such rights. Without limiting the generality of the foregoing sentence, to the extent that Senior Lenders consent Lender consents to any Credit Party’s 's use of cash collection under Section 363 of the Bankruptcy Code or any Senior Lender agrees to provide financing to any Borrower Franchisor under Section 364 of the Bankruptcy Code, the each Subordinated Noteholders Lender hereby agrees not to impede, object to (on grounds of lack of adequate protection, or otherwise), or otherwise interfere with such use of cash collateral or financing. The Each Subordinated Noteholders Lender specifically agrees that the Senior Lenders Lender may consent to any Credit Party’s 's use of cash collateral or provide financing to any Credit Party on such terms and conditions and in such amounts as the Senior LendersLender, in their its sole discretion, may decide and that, in connection with such cash collateral usage or such financing, any Credit Party (or a trustee appointed for the estate of such Credit Party) may grant to the Senior Lenders Lender liens and security interests upon all or any part of the assets of any Borrower the Franchisor or other Credit Party, which liens and security interests: (i) shall secure payments of all Senior Obligations (whether such Senior Obligations arose prior to the filing of the bankruptcy petition or thereafter); and (ii) shall be superior in priority to the liens on and security interests in the assets of any Borrower Franchisor or other Credit Party held by the Subordinated NoteholdersLenders. The Each Subordinated Noteholders Lender (both in its capacity as a Subordinated Noteholders Lender and in its capacity (if any) as a party which may be obligated to any Credit Party or any Credit Party’s 's Affiliates with respect to contracts which are part of any the Senior Lender’s Lender Collateral) agrees not to initiate or prosecute or encourage any other Person to initiate or prosecute any claim, action, objection or other proceeding (A) challenging the enforceability of the claim of any Senior Lender, (B) challenging the enforceability of any liens or security interests in any assets securing the Senior Obligations, or (C) asserting any claims which any Credit Party may hold with respect to any Senior Lender. All allocations of payments among the Senior Lenders Lender and the Subordinated Noteholders Lender shall, subject to any court order, continue to be made after the filing of a petition under the United States Bankruptcy Code, as amended (the “"Bankruptcy Code”"), or any similar proceeding, on the same basis that the payments were to be allocated prior to the date of such filing. The Each Subordinated Noteholders Lender agrees that it will not object to or oppose a sale or other disposition of any assets securing the Senior Obligations (or any portion thereof) free and clear of its security interests, liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Lenders have Lender has consented to such sale or disposition of such assets. The Each Subordinated Noteholders Lender agrees not to assert any right it may have to “"adequate protection” " of its interest in the Senior Lender Collateral in any bankruptcy proceeding and agrees that it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior LendersLender. The Each Subordinated Noteholders Lender waives any claim it may now or hereafter have against any the Senior Lender arising out of the election of any Senior Lender, in any case instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral arrangement, or financing arrangement, or out of any grant of a security interest, under Section 363 or 364 of the Bankruptcy Code, with or by any Credit Party, as debtor in possession (or with or by any trustee for any Credit Party). The Each Subordinated Noteholders Lender agrees that it will not, in its capacity as a secured creditor: (a) propose, vote to accept, or otherwise support confirmation of, a plan of reorganization opposed by any the Senior Lender, or (b) vote to reject, object to confirmation of, or otherwise oppose confirmation of, a plan of reorganization supported by the Senior LendersLender. The subordination and other provisions of this Agreement shall be enforceable under Section 510(a) of the Bankruptcy Code.

Provisions Applicable After Bankruptcy. The provisions of this Agreement shall continue in full force and effect notwithstanding the occurrence of any Insolvency Event. To the extent that the any Subordinated Noteholders Noteholder has or acquires any rights under Section 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, the such Subordinated Noteholders Noteholder hereby agrees not to assert such rights without the prior written consent of the Senior LendersCollateral Agent; provided, that if requested by the Senior LendersCollateral Agent, the such Subordinated Noteholders Noteholder shall seek to exercise such rights in the manner requested by the Senior LendersCollateral Agent, including the rights in payments in respect of such rights. Without limiting the generality of the foregoing sentence, to the extent that Collateral Agent or Senior Lenders consent to any Credit Party’s use of cash collection under Section 363 of the Bankruptcy Code or Collateral Agent or any Senior Lender agrees to provide financing to any Borrower under Section 364 of the Bankruptcy Code, the each Subordinated Noteholders Noteholder hereby agrees not to impede, object to (on grounds of lack of adequate protection, or otherwise), or otherwise interfere with such use of cash collateral or financing. The Each Subordinated Noteholders Noteholder specifically agrees that the Collateral Agent and the Senior Lenders may consent to any Credit Party’s use of cash collateral or provide financing to any Credit Party on such terms and conditions and in such amounts as the Collateral Agent and the Senior Lenders, in their sole discretion, may decide and that, in connection with such cash collateral usage or such financing, any Credit Party (or a trustee appointed for the estate of such Credit Party) may grant to the Collateral Agent and/or Senior Lenders liens and security interests upon all or any part of the assets of any Borrower or other Credit Party, which liens and security interests: (i) shall secure payments of all Senior Obligations (whether such Senior Obligations arose prior to the filing of the bankruptcy petition or thereafter); and (ii) shall be superior in priority to the liens on and security interests in the assets of any Borrower or other Credit Party held by the Subordinated Noteholders. The Each Subordinated Noteholders Noteholder (both in its capacity as a Subordinated Noteholders Noteholder and in its capacity (if any) as a party which may be obligated to any Credit Party or any Credit Party’s Affiliates with respect to contracts which are part of the Collateral Agent’s or any Senior Lender’s Collateral) agrees not to initiate or prosecute or encourage any other Person to initiate or prosecute any claim, action, objection or other proceeding (A) challenging the enforceability of the claim of Collateral Agent or any Senior Lender, (B) challenging the enforceability of any liens or security interests in any assets securing the Senior Obligations, or (C) asserting any claims which any Credit Party may hold with respect to Collateral Agent or any Senior Lender. All allocations of payments among the Collateral Agent, Senior Lenders and the Subordinated Noteholders shall, subject to any court order, continue to be made after the filing of a petition under the United States Bankruptcy Code, as amended (the “Bankruptcy Code”), or any similar proceeding, on the same basis that the payments were to be allocated prior to the date of such filing. The Each Subordinated Noteholders Noteholder agrees that it will not object to or oppose a sale or other disposition of any assets securing the Senior Obligations (or any portion thereof) free and clear of its security interests, liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Collateral Agent or Senior Lenders have consented to such sale or disposition of such assets. The Each Subordinated Noteholders Noteholder agrees not to assert any right it may have to “adequate protection” of its interest in the Collateral in any bankruptcy proceeding and agrees that it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Collateral Agent and Senior Lenders. The Each Subordinated Noteholders Noteholder waives any claim it may now or hereafter have against the Collateral Agent or any Senior Lender arising out of the election of Collateral Agent or any Senior Lender, in any case instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral arrangement, or financing arrangement, or out of any grant of a security interest, under Section 363 or 364 of the Bankruptcy Code, with or by any Credit Party, as debtor in possession (or with or by any trustee for any Credit Party). The Each Subordinated Noteholders Noteholder agrees that it will not, in its capacity as a secured creditor: (a) propose, vote to accept, or otherwise support confirmation of, a plan of reorganization opposed by any the Collateral Agent or Senior Lender, or (b) vote to reject, object to confirmation of, or otherwise oppose confirmation of, a plan of reorganization supported by the Senior LendersCollateral Agent. The subordination and other provisions of this Agreement shall be enforceable under Section 510(a) of the Bankruptcy Code.

Provisions Applicable After Bankruptcy. The provisions of this Agreement shall continue in full force and effect notwithstanding the occurrence of any Insolvency Event. To the extent that the Subordinated Noteholders Noteholder has or acquires any rights under Section 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, the Subordinated Noteholders Noteholder hereby agrees not to assert such rights without the prior written consent of the Senior LendersCollateral Agent; provided, that if requested by the Senior LendersCollateral Agent, the Subordinated Noteholders Noteholder shall seek to exercise such rights in the manner requested by the Senior LendersCollateral Agent, including the rights in payments in respect of such rights. Without limiting the generality of the foregoing sentence, to the extent that Collateral Agent or Senior Lenders consent to any Credit Party’s use of cash collection under Section 363 of the Bankruptcy Code or Collateral Agent or any Senior Lender agrees to provide financing to any Borrower under Section 364 of the Bankruptcy Code, the Subordinated Noteholders Noteholder hereby agrees not to impede, object to (on grounds of lack of adequate protection, or otherwise), or otherwise interfere with such use of cash collateral or financing. The Subordinated Noteholders Noteholder specifically agrees that the Collateral Agent and the Senior Lenders may consent to any Credit Party’s use of cash collateral or provide financing to any Credit Party on such terms and conditions and in such amounts as the Collateral Agent and the Senior Lenders, in their sole discretion, may decide and that, in connection with such cash collateral usage or such financing, any Credit Party (or a trustee appointed for the estate of such Credit Party) may grant to the Collateral Agent and/or Senior Lenders liens and security interests upon all or any part of the assets of any Borrower or other Credit Party, which liens and security interests: (i) shall secure payments of all Senior Obligations (whether such Senior Obligations arose prior to the filing of the bankruptcy petition or thereafter); and (ii) shall be superior in priority to the liens on and security interests in the assets of any Borrower or other Credit Party held by the Subordinated NoteholdersNoteholder. The Subordinated Noteholders Noteholder (both in its capacity as a Subordinated Noteholders Noteholder and in its capacity (if any) as a party which may be obligated to any Credit Party or any Credit Party’s Affiliates with respect to contracts which are part of the Collateral Agent’s or any Senior Lender’s Collateral) agrees not to initiate or prosecute or encourage any other Person to initiate or prosecute any claim, action, objection or other proceeding (A) challenging the enforceability of the claim of Collateral Agent or any Senior Lender, (B) challenging the enforceability of any liens or security interests in any assets securing the Senior Obligations, or (C) asserting any claims which any Credit Party may hold with respect to Collateral Agent or any Senior Lender. All allocations of payments among the Collateral Agent, Senior Lenders and the Subordinated Noteholders Noteholder shall, subject to any court order, continue to be made after the filing of a petition under the United States Bankruptcy Code, as amended (the “Bankruptcy Code”), or any similar proceeding, on the same basis that the payments were to be allocated prior to the date of such filing. The Subordinated Noteholders Noteholder agrees that it will not object to or oppose a sale or other disposition of any assets securing the Senior Obligations (or any portion thereof) free and clear of its security interests, liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Collateral Agent or Senior Lenders have consented to such sale or disposition of such assets. The Subordinated Noteholders Noteholder agrees not to assert any right it may have to “adequate protection” of its interest in the Collateral in any bankruptcy proceeding and agrees that it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Collateral Agent and Senior Lenders. The Subordinated Noteholders Noteholder waives any claim it may now or hereafter have against the Collateral Agent or any Senior Lender arising out of the election of Collateral Agent or any Senior Lender, in any case instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral arrangement, or financing arrangement, or out of any grant of a security interest, under Section 363 or 364 of the Bankruptcy Code, with or by any Credit Party, as debtor in possession (or with or by any trustee for any Credit Party). The Subordinated Noteholders Noteholder agrees that it will not, in its capacity as a secured creditor: (a) propose, vote to accept, or otherwise support confirmation of, a plan of reorganization opposed by any the Collateral Agent or Senior Lender, or (b) vote to reject, object to confirmation of, or otherwise oppose confirmation of, a plan of reorganization supported by the Senior LendersCollateral Agent. The subordination and other provisions of this Agreement shall be enforceable under Section 510(a) of the Bankruptcy Code.

Provisions Applicable After Bankruptcy. The provisions of this Agreement shall continue in full force and effect notwithstanding the occurrence of any Insolvency EventProceeding. To the extent that the Subordinated Noteholders Creditor has or acquires any rights under Section 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, the Subordinated Noteholders Creditor hereby agrees not to assert such rights without the prior written consent of the Senior LendersAgent (which shall be granted at the Senior Agent’s sole and absolute discretion); provided, that if requested by the Senior LendersAgent, the Subordinated Noteholders Creditor shall seek to exercise such rights in the manner requested by the Senior LendersAgent, including the rights in payments in respect of such rights. Without limiting the generality of the foregoing sentence, to the extent that the Senior Lenders consent Agent consents to any Credit PartyObligor’s use of cash collection collateral under Section 363 of the Bankruptcy Code or the any Senior Lender Finance Party agrees to provide financing to any the Borrower under Section 364 of the Bankruptcy CodeCode or seeks adequate protection of its security interests in any assets of any Obligor, the Subordinated Noteholders Creditor hereby agrees not to impede, object to (on grounds of lack of adequate protection, or otherwise), or otherwise interfere with such use of cash collateral collateral, financing or financingadequate protection. The Subordinated Noteholders Creditor specifically agrees that the Senior Lenders Agent (or its agents or designees) may consent (which shall be granted at the Senior Agent’s (or its agent’s or designee’s) sole and absolute discretion) to any Credit PartyObligor’s use of cash collateral or provide financing to any Credit Party Obligor on such terms and conditions and in such amounts as the Senior LendersAgent, in their its sole discretion, may decide and that, in connection with such cash collateral usage or such financing, any Credit Party Obligor (or a trustee appointed for the estate of such Credit PartyObligor) may grant to the Senior Lenders Agent (on behalf of the Finance Parties) (or its agents or designees) liens and security interests upon all or any part of the assets of any Borrower or other Credit PartyObligor, which liens and security interests: (i) shall secure payments of all Senior Obligations (whether such Senior Obligations arose prior to the filing of the bankruptcy petition or thereafter); and (ii) shall be superior in priority to the any liens on and any security interests in the assets of any Borrower or other Credit Party Obligor held by the Subordinated NoteholdersCreditor. The Subordinated Noteholders Creditor (both in its capacity as a Subordinated Noteholders Creditor and in its capacity (if any) as a party which may be obligated to any Credit Party Obligor or any Credit PartyObligor’s Affiliates with respect to contracts which are part of any the Senior LenderAgent’s Collateral) agrees not to initiate or prosecute or encourage any other Person to initiate or prosecute any claim, action, objection or other proceeding (A) challenging the enforceability of the claim of the Senior Agent or any Senior Lenderother Finance party (or their respective agents or designees), (B) challenging the enforceability of any liens or security interests in any assets securing the Senior Obligations, or (C) asserting any claims which any Credit Party Obligor may hold with respect to any Senior LenderFinance Party. All allocations of payments among the Senior Lenders Finance Parties and the Subordinated Noteholders Creditor shall, subject to any court order, continue to be made after the filing of a petition under the United States Bankruptcy Code, as amended (the “Bankruptcy Code”), or any similar proceeding, on the same basis that the payments were to be allocated prior to the date of such filing. The Subordinated Noteholders Creditor agrees that it will not object to or oppose a sale or other disposition of any assets securing the Senior Obligations (or any portion thereof) free and clear of its security interests, liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Lenders have Agent has consented to such sale or disposition of such assets. The Subordinated Noteholders Creditor agrees not to assert any right it may have to “adequate protection” of its interest in the Collateral in any bankruptcy proceeding and agrees that it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior LendersAgent (which shall be granted at the Senior Agent’s sole and absolute discretion). The Subordinated Noteholders Creditor waives any claim it may now or hereafter have against any Senior Lender Finance Party (or their respective agents or designees) arising out of the election of the Senior Agent or any Senior Lenderother Finance Party (or their respective agents or designees), in any case instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral arrangement, or financing arrangement, or out of any grant of a security interest, under Section 363 or 364 of the Bankruptcy Code, with or by any Credit PartyObligor, as debtor in possession (or with or by any trustee for any Credit PartyObligor). The Subordinated Noteholders Creditor agrees that it will not, in its capacity as a secured creditor: (a) propose, vote to accept, or otherwise support confirmation of, a plan of reorganization opposed by any Senior Lender, or (b) vote to reject, object to confirmation of, or otherwise oppose confirmation of, a plan of reorganization supported by the Senior Lenders. The subordination and other provisions of this Agreement shall be enforceable under Section 510(a) of the Bankruptcy Code.

Provisions Applicable After Bankruptcy. The provisions of this Agreement shall continue in full force and effect notwithstanding the occurrence of any Insolvency Event. To the extent that Each of the Subordinated Noteholders has or acquires any rights under Section 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, the Subordinated Noteholders hereby agrees not to assert such rights without the prior written consent of the Senior Lenders; provided, that if requested by the Senior Lenders, the Subordinated Noteholders shall seek to exercise such rights in the manner requested by the Senior Lenders, including the rights in payments in respect of such rights. Without limiting the generality of the foregoing sentence, to the extent that Senior Lenders consent to any Credit Party’s use of cash collection under Section 363 of the Bankruptcy Code or any Senior Lender agrees to provide financing to any Borrower under Section 364 of the Bankruptcy Code, the Subordinated Noteholders hereby agrees not to impede, object to (on grounds of lack of adequate protection, or otherwise), or otherwise interfere with such use of cash collateral or financing. The Subordinated Noteholders specifically Creditors agrees that the Senior Lenders Lender may consent to any Credit Party’s the use of cash collateral or provide financing to any Credit Party the Borrowers or Holding Co. on such terms and conditions and in such amounts as the Senior LendersLender, in their its sole discretion, discretion may decide and that, in connection with such cash collateral usage or such financing, any Credit Party Borrower or Holding Co. (or a trustee appointed for the estate of such Credit Partyany Borrower or Holding Co.) may grant to the Senior Lenders Lender liens and security interests upon all or any part of the assets of any Borrower or other Credit PartyHolding Co., which liens and security interests: interests (i) shall secure payments of all Senior Obligations (whether such Senior Obligations arose prior to the filing of the bankruptcy petition for relief or arise thereafter); and (ii) shall be superior in priority to the liens on and security interests in the assets of any Borrower or other Credit Party Holding Co., if any, held by the Subordinated Noteholders. The Subordinated Noteholders (both in its capacity as a Subordinated Noteholders and in its capacity (if any) as a party which may be obligated to any Credit Party or any Credit Party’s Affiliates with respect to contracts which are part of any Senior Lender’s Collateral) agrees not to initiate or prosecute or encourage any other Person to initiate or prosecute any claim, action, objection or other proceeding (A) challenging the enforceability of the claim of any Senior Lender, (B) challenging the enforceability of any liens or security interests in any assets securing the Senior Obligations, or (C) asserting any claims which any Credit Party may hold with respect to any Senior LenderCreditors. All allocations of payments among between the Senior Lenders Lender and the Subordinated Noteholders Creditors shall, subject to any court order, continue to be made after the filing of a petition under the United States Bankruptcy Code, as amended (the “'Bankruptcy Code”), or any similar proceeding, proceeding on the same basis that the payments were to be allocated prior to the date of such filing. The Each of the Subordinated Noteholders Creditors agrees that it will not object to or oppose a sale or other disposition of any assets securing the Senior Obligations (or any portion thereof) free and clear of its security interests, liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Lenders have Lender has consented to such sale or disposition of such assets. The In the event that any Subordinated Noteholders Creditor has or at any time acquired any security for the Subordinated Obligations, such Subordinated Creditor agrees not to assert any right it may have to “"adequate protection” " of its interest in the Collateral such security in any bankruptcy proceeding and agrees that it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior LendersLender. The Each of the Subordinated Noteholders Creditors waives any claim it may now or hereafter have against any Senior Lender arising out of the election of any Senior Lender's election, in any case proceeding instituted under Chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral arrangement, borrowing or financing arrangement, or out of any grant of a security interest, interest under Section 363 or 364 of the Bankruptcy Code, with or Code by any Credit PartyBorrower or Holding Co., as debtor in possession (or with or by any trustee for any Credit PartyBorrower or Holding Co.). The Each of the Subordinated Noteholders agrees that it will not, Creditors (both in its capacity as Subordinated Creditor and in its capacity as a secured creditor: (a) propose, vote party which may be obligated to accept, the Borrowers and the Borrowers' Affiliates or otherwise support confirmation of, a plan Holding Co. with respect to contracts which are part of reorganization opposed by any the Senior Lender's Collateral) agrees not to initiate or prosecute or encourage any other Person to initiate or prosecute any claim, action or other proceeding (i) challenging the enforceability of the Senior Lender's claim (ii) challenging the enforceability of any liens or security interests in assets securing the Senior Obligations or (biii) vote asserting any claims which any Borrower or Holding Co. may hold with respect to reject, object to confirmation of, or otherwise oppose confirmation of, a plan of reorganization supported by the Senior Lenders. The subordination and other provisions of this Agreement shall be enforceable under Section 510(a) of the Bankruptcy CodeLender.

Provisions Applicable After Bankruptcy. The provisions of this Agreement shall continue in full force and effect notwithstanding the occurrence of any Insolvency Event. To the extent that the any Subordinated Noteholders Noteholder has or acquires any rights under Section 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, the such Subordinated Noteholders Noteholder hereby agrees not to assert such rights without the prior written consent of the Senior LendersCollateral Agent; provided, that if requested by the Senior LendersCollateral Agent, the such Subordinated Noteholders Noteholder shall seek to exercise such rights in the manner requested by the Senior LendersCollateral Agent, including the rights in payments in respect of such rights. Without limiting the generality of the foregoing sentence, to the extent that Collateral Agent or Senior Lenders Noteholders consent to any Credit Party’s 's use of cash collection under Section 363 of the Bankruptcy Code or Collateral Agent or any Senior Lender Noteholder agrees to provide financing to any Borrower under Section 364 of the Bankruptcy Code, the each Subordinated Noteholders Noteholder hereby agrees not to impede, object to (on grounds of lack of adequate protection, or otherwise), or otherwise interfere with such use of cash collateral or financing. The Each Subordinated Noteholders Noteholder specifically agrees that the Collateral Agent and the Senior Lenders Noteholders may consent to any Credit Party’s 's use of cash collateral or provide financing to any Credit Party on such terms and conditions and in such amounts as the Collateral Agent and the Senior LendersNoteholders, in their sole discretion, may decide and that, in connection with such cash collateral usage or such financing, any Credit Party (or a trustee appointed for the estate of such Credit Party) may grant to the Collateral Agent and/or Senior Lenders Noteholders liens and security interests upon all or any part of the assets of the any Borrower or other Credit Party, which liens and security interests: (i) shall secure payments of all Senior Obligations (whether such Senior Obligations arose prior to the filing of the bankruptcy petition or thereafter); and (ii) shall be superior in priority to the liens on and security interests in the assets of any Borrower or other Credit Party held by the Subordinated Noteholders. The Each Subordinated Noteholders Noteholder (both in its capacity as a Subordinated Noteholders Noteholder and in its capacity (if any) as a party which may be obligated to any Credit Party or any Credit Party’s 's Affiliates with respect to contracts which are part of the Collateral Agent's or any Senior Lender’s Noteholder's Collateral) agrees not to initiate or prosecute or encourage any other Person to initiate or prosecute any claim, action, objection or other proceeding (A) challenging the enforceability of the claim of Collateral Agent or any Senior LenderNoteholder, (B) challenging the enforceability of any liens or security interests in any assets securing the Senior Obligations, or (C) asserting any claims which any Credit Party may hold with respect to Collateral Agent or any Senior LenderNoteholder. All allocations of payments among the Collateral Agent, Senior Lenders Noteholders and the Subordinated Noteholders Noteholder shall, subject to any court order, continue to be made after the filing of a petition under the United States Bankruptcy Code, as amended (the “"Bankruptcy Code”"), or any similar proceeding, on the same basis that the payments were to be allocated prior to the date of such filing. The Each Subordinated Noteholders Noteholder agrees that it will not object to or oppose a sale or other disposition of any assets securing the Senior Obligations (or any portion thereof) free and clear of its security interests, liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Collateral Agent or Senior Lenders Noteholders have consented to such sale or disposition of such assets. The Each Subordinated Noteholders Noteholder agrees not to assert any right it may have to “"adequate protection” " of its interest in the Collateral in any bankruptcy proceeding and agrees that it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Collateral Agent and Senior LendersNoteholders. The Each Subordinated Noteholders Noteholder waives any claim it may now or hereafter have against the Collateral Agent or any Senior Lender Noteholder arising out of the election of Collateral Agent or any Senior LenderNoteholder, in any case instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral arrangement, or financing arrangement, or out of any grant of a security interest, under Section 363 or 364 of the Bankruptcy Code, with or by any Credit Party, as debtor in possession (or with or by any trustee for any Credit Party). The Each Subordinated Noteholders Noteholder agrees that it will not, in its capacity as a secured creditor: (a) propose, vote to accept, or otherwise support confirmation of, a plan of reorganization opposed by any the Collateral Agent or Senior LenderNoteholders, or (b) vote to reject, object to confirmation of, or otherwise oppose confirmation of, a plan of reorganization supported by the Senior LendersCollateral Agent. The subordination and other provisions of this Agreement shall be enforceable under Section 510(a) of the Bankruptcy Code.

Provisions Applicable After Bankruptcy. The provisions of this Agreement shall continue in full force and effect notwithstanding the occurrence of any Insolvency Event. To the extent that the any Subordinated Noteholders Lender has or acquires any rights under Section 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, the such Subordinated Noteholders Lender hereby agrees not to assert such rights without the prior written consent of the Senior LendersAgent; providedprovided that, that if requested by the Senior LendersAgent, the such Subordinated Noteholders Lender shall seek to exercise such rights in the manner requested by the Senior LendersAgent, including the rights in payments in respect of such rights. Without limiting the generality of the foregoing sentence, to the extent that Senior Agent or Senior Lenders consent to any Credit Party’s 's use of cash collection collateral under Section 363 of the Bankruptcy Code or Senior Agent or any Senior Lender agrees to provide financing to any Borrower under Section 364 of the Bankruptcy Code, the each Subordinated Noteholders Lender hereby agrees not to impede, object to (on grounds of lack of adequate protection, or otherwise), or otherwise interfere with such use of cash collateral or financing. The Each Subordinated Noteholders Lender specifically agrees that the Senior Agent and the Senior Lenders may consent to any Credit Party’s 's use of cash collateral or provide financing to any Credit Party on such terms and conditions and in such amounts as the Senior Agent and the Senior Lenders, in their sole discretion, may decide and that, in connection with such cash collateral usage or such financing, any Credit Party (or a trustee appointed for the estate of such Credit Party) may grant to the Senior Agent and/or Senior Lenders liens and security interests upon all or any part of the assets of any the Borrower or other Credit Party, which liens and security interests: (i) shall secure payments of all Senior Obligations (whether such Senior Obligations arose prior to the filing of the bankruptcy petition or thereafter); and (ii) shall be superior in priority to the liens on and security interests in the assets of any Borrower or other Credit Party held by the Subordinated NoteholdersLenders. The Each Subordinated Noteholders Lender (both in its capacity as a Subordinated Noteholders Lender and in its capacity (if any) as a party which may be obligated to any Credit Party or any Credit Party’s 's Affiliates with respect to contracts which are part of the Senior Agent's or any Senior Lender’s 's Collateral) agrees not to initiate or prosecute or encourage any other Person to initiate or prosecute any claim, action, objection or other proceeding (A) challenging the enforceability of the claim of Senior Agent or any Senior Lender, (B) challenging the enforceability of any liens or security interests in any assets securing the Senior Obligations, or (C) asserting any claims which any Credit Party may hold with respect to Senior Agent or any Senior Lender. All allocations of payments among the Senior Agent, Senior Lenders and the Subordinated Noteholders Lender shall, subject to any court order, continue to be made after the filing of a petition under the United States Bankruptcy Code, as amended (the “"Bankruptcy Code”"), or any similar proceeding, on the same basis that the payments were to be allocated prior to the date of such filing. The Each Subordinated Noteholders Lender agrees that it will not object to or oppose a sale or other disposition of any assets securing the Senior Obligations (or any portion thereof) free and clear of its security interests, liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Agent or Senior Lenders have consented to such sale or disposition of such assets. The Each Subordinated Noteholders Lender agrees not to assert any right it may have to “"adequate protection” " of its interest in the Collateral in any bankruptcy proceeding and agrees that it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior Agent and Senior Lenders. The Each Subordinated Noteholders Lender waives any claim it may now or hereafter have against the Senior Agent or any Senior Lender arising out of the election of Senior Agent or any Senior Lender, in any case instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral arrangement, or financing arrangement, or out of any grant of a security interest, under Section 363 or 364 of the Bankruptcy Code, with or by any Credit Party, as debtor in possession (or with or by any trustee for any Credit Party). The Each Subordinated Noteholders Lender agrees that it will not, in its capacity as a secured creditor: (a) propose, vote to accept, or otherwise support confirmation of, a plan of reorganization opposed by any the Senior LenderAgent or Senior Lenders, or (b) vote to reject, object to confirmation of, or otherwise oppose confirmation of, a plan of reorganization supported by the Senior LendersAgent. The subordination and other provisions of this Agreement shall be enforceable under Section 510(a) of the Bankruptcy Code.

Provisions Applicable After Bankruptcy. The provisions of this Agreement shall continue in full force and effect notwithstanding the occurrence of any Insolvency Event. To the extent that the Subordinated Noteholders has or acquires any rights under Section 362, 363 or 364 of the Bankruptcy Code with respect to the Collateral, the Subordinated Noteholders hereby agrees not to assert such rights without the prior written consent of the Senior Lenders; provided, that if requested by the Senior Lenders, the Subordinated Noteholders shall seek to exercise such rights in the manner requested by the Senior Lenders, including the rights in payments in respect of such rights. Without limiting the generality of the foregoing sentence, to the extent that Senior Lenders consent to any Credit Party’s use of cash collection under Section 363 of the Bankruptcy Code or any Senior Lender agrees to provide financing to any Borrower under Section 364 of the Bankruptcy Code, the Subordinated Noteholders hereby agrees not to impede, object to (on grounds of lack of adequate protection, or otherwise), or otherwise interfere with such use of cash collateral or financing. The Subordinated Noteholders specifically agrees that the Senior Lenders may consent to any Credit Party’s use of cash collateral or provide financing to any Credit Party on such terms and conditions and in such amounts as the Senior Lenders, in their sole discretion, may decide and that, in connection with such cash collateral usage or such financing, any Credit Party (or a trustee appointed for the estate of such Credit Party) may grant to the Senior Lenders liens and security interests upon all or any part of the assets of any Borrower or other Credit Party, which liens and security interestsEach Collateral Agent agrees: (i) shall secure payments of all Senior Obligations that in any bankruptcy proceeding it will not object to or oppose (whether such Senior Obligations arose prior to the filing of the bankruptcy petition or thereafter); and (ii) shall be superior in priority to the liens on and security interests in the assets of any Borrower or other Credit Party held by the Subordinated Noteholders. The Subordinated Noteholders (both in its capacity as a Subordinated Noteholders and in its capacity (if any) as a party which may be obligated to any Credit Party or any Credit Party’s Affiliates with respect to contracts which are part of any Senior Lender’s Collateral) agrees not to initiate or prosecute or encourage any other Person to initiate object to or prosecute oppose) any claim, action, objection or other proceeding (A) challenging the enforceability application by, or grant to, the Other Collateral Agent of “adequate protection” rights in any bankruptcy proceeding to the extent such claim of any Senior Lender, (B) challenging the enforceability of any liens or security interests in any assets securing the Senior Obligations, or (C) asserting any claims which any Credit Party may hold adequate protection is made solely with respect to any Senior Lender. All allocations of payments among the Senior Lenders and the Subordinated Noteholders shallOther Creditor First Priority Collateral, subject to any court order, continue to be made after the filing of a petition under the United States Bankruptcy Code, as amended (the “Bankruptcy Code”)including liens or claims granted, or any similar payments made, in consideration thereof; provided, that if such adequate protection is sought or granted in the form of additional or replacement liens or administrative claims in the bankruptcy proceeding, on such Collateral Agent shall be entitled to so object to the extent that such Collateral Agent is not provided adequate protection of its interests in the Other Creditor First Priority Collateral in the same basis form, but with the priority as set forth in this Agreement; (ii) that in any bankruptcy proceeding it will not object to or oppose (or encourage any other Person to object to or oppose) any (a) use of cash collateral under Section 363 of the payments were to be allocated prior Bankruptcy Code with respect to the date Other Creditor First Priority Collateral consented to by the Other Collateral Agent, (b) debtor in possession financing under Section 364 of the Bankruptcy Code to the extent secured solely by the Other Creditor First Priority Collateral and consented to by the Other Collateral Agent, including any such filing. The Subordinated Noteholders agrees financing that refinances all or any portion of the Obligations or (c) motion for relief from stay by the Other Collateral Agent solely with respect to the Other Creditor First Priority Collateral; and (iii) that it will not object to or oppose a (or encourage any other Person to object to or oppose), and will be deemed to have consented to, any sale or other disposition of any assets securing the Senior Obligations (or any portion thereof) Other Creditor First Priority Collateral free and clear of its security interests, liens or other claims under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Senior Lenders have Other Collateral Agent has consented to such sale or disposition of such assets. The Subordinated Noteholders agrees not to assert any right it may have to “adequate protection” of its interest assets and if the proceeds thereof are fully applied in accordance with the Collateral priorities set forth in any bankruptcy proceeding and agrees that it will not seek to have the automatic stay lifted with respect to such security, without the prior written consent of the Senior Lenders. The Subordinated Noteholders waives any claim it may now or hereafter have against any Senior Lender arising out of the election of any Senior Lender, in any case instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral arrangement, or financing arrangement, or out of any grant of a security interest, under Section 363 or 364 of the Bankruptcy Code, with or by any Credit Party, as debtor in possession (or with or by any trustee for any Credit Party). The Subordinated Noteholders agrees that it will not, in its capacity as a secured creditor: (a) propose, vote to accept, or otherwise support confirmation of, a plan of reorganization opposed by any Senior Lender, or (b) vote to reject, object to confirmation of, or otherwise oppose confirmation of, a plan of reorganization supported by the Senior Lenders. The subordination and other provisions of this Agreement shall be enforceable under Section 510(a) or, to the extent not so applied, the liens of such Collateral Agent attach to the Bankruptcy Codeproceeds with the same priority as set forth in this Agreement.