Common use of Rights in Collateral Clause in Contracts

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Loan Document and irrespective of: (i) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Document; (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) anything contained in any filing or agreement to which Senior Lender or Subordinated Lender now or hereafter may be a party; and (iv) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Document remains in effect, whether or not any Insolvency Event has occurred: (i) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by Senior Lender or any other exercise by Senior Lender of any rights and remedies under any Senior Loan Documents; and (iii) Senior Lender shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender shall not be required to marshal any Collateral. (c) In exercising rights and remedies with respect to the Collateral, Senior Lender may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder and under any other Senior Loan Documents, all in such order and in such manner as it may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. (d) When all Senior Obligations have been paid in full and the Senior Loan Documents no longer are in effect, Subordinated Lender shall have the right to enforce the provisions of the Subordinated Loan Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by Senior Lender upon all or any part of the Collateral shall be applied by Senior Lender in the following order: (i) First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by Senior Lender in connection with the such realization on the Collateral or the protection of their rights and interests therein; (ii) Second, to the payment in full of all Senior Obligations in such order as Senior Lender may elect in its sole discretion; (iii) Third, to the payment in full of all Subordinated Obligations then due and which are secured by such Collateral; and (iv) Fourth, to pay to the Debtors, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining. (f) Senior Lender’s rights with respect to the Collateral include, without limitation, the right to release any or all of the Collateral from the Lien of any Senior Security Document or Subordinated Loan Document (if applicable) in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Document on such Collateral in connection with such sale is necessary or advisable, Subordinated Lender shall execute such release documents and instruments and shall take such further actions as Senior Lender shall request. Subordinated Lender hereby irrevocably constitutes and appoints Senior Lender and any officer or Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Subordinated Lender and in the name of Subordinated Lender or in Senior Lender’s own name, from time to time in Senior Lender’s discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Security Document or other Subordinated Loan Document and irrespective of: (i) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Security Document; (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) anything contained in any filing or agreement to which the Senior Lender or the Subordinated Lender now or hereafter may be a party; and (iv) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Security Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Security Document remains in effect, whether or not any Insolvency Event has occurred:, (i) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) the Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by the Senior Lender or any other exercise by the Senior Lender of any rights and remedies under any Senior Loan Documents; and (iiiii) the Senior Lender shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender shall not be required to marshal any Collateral. For the avoidance of doubt, each party which constitutes the Senior Lender shall have an interest in the Collateral on a pro-rata basis with respect to the principal amounts owed by the Company to each party. (c) In exercising rights and remedies with respect to the Collateral, the Senior Lender may enforce the provisions of the Senior Loan Security Documents and exercise remedies thereunder and under any other Senior Loan Documents, all in such order and in such manner as it may determine in the exercise of their sole commercially reasonable business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. (d) When all Senior Obligations have been paid in full and the Senior Loan Security Documents no longer are in effect, the Subordinated Lender shall have the right to enforce the provisions of the Subordinated Loan Security Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by the Senior Lender upon all or any part of the Collateral shall be applied by the Senior Lender in the following order: (i) First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by the Senior Lender in connection with the such realization on the Collateral or the protection of their rights and interests therein; (ii) Second, to the payment in full of all Senior Obligations in such order as the Senior Lender may elect in its sole discretion; (iii) Third, to the payment in full of all Subordinated Obligations then due and in such order as the Subordinated Lender may elect in its sole discretion which are secured by such Collateral, which shall be paid to the Subordinated Lender; and (iv) Fourth, to pay to the Debtors, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining. (f) The Senior Lender’s rights with respect to the Collateral include, without limitation, include the right to release any or all of the Collateral from the Lien lien of any Senior Security Document or Subordinated Loan Security Document (if applicable) in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If the Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) lien of any Subordinated Loan Security Document on such Collateral in connection with such sale is necessary or advisable, the Subordinated Lender shall execute such release documents and instruments and shall take such further actions as the Senior Lender shall request. The Subordinated Lender hereby irrevocably constitutes and appoints the Senior Lender and any officer or of the Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Subordinated Lender and in the name of the Subordinated Lender or in the Senior Lender’s own name, from time to time in the Senior Lender’s discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. The Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Finance Document or any Subordinated Loan Transaction Document and irrespective of: (i) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Document; (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) anything contained in any filing or agreement to which Senior Lender the Collateral Agent or the Subordinated Lender Noteholder now or hereafter may be a party; and (iv) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, ; any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Transaction Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Security Document remains in effect, whether or not any Insolvency Event has occurred:, (i) Debtors shall the Subordinated Noteholder will not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created.Collateral Enforcement Action; and (ii) Subordinated Lender will not the Collateral Agent (Aor behalf of the Senior Lenders) exercise or seek and, subject to exercise any rights or exercise any remedies with respect to any the Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitationAgency Agreement, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by Senior Lender or any other exercise by Senior Lender of any rights and remedies under any Senior Loan Documents; and (iii) Senior Lender Lenders shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender Collateral Agent shall not be required to marshal any Collateral. (c) In exercising rights and remedies with respect to the Collateral, the Collateral Agent (on behalf of the Senior Lender Lenders) and, subject to the Collateral Agency Agreement, the Senior Lenders may enforce the provisions of the Senior Loan Security Documents and exercise remedies thereunder and under any other Senior Loan Finance Documents, all in such order and in such manner as it or they may determine in the exercise of its or their sole business judgment. Such exercise and enforcement shall include, without limitation, include the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. In conducting any public or private sale under the Uniform Commercial Code, the Collateral Agent shall give the Subordinated Noteholder such notice of such sale as may be required by the applicable Uniform Commercial Code; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. (d) When all Senior Obligations have been paid in full and the Senior Loan Security Documents no longer are in effect, subject to the requirements of the Collateral Agency Agreement, the Subordinated Lender Noteholder shall have the right to enforce the provisions of the Subordinated Loan Documents Promissory Note and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by Senior Lender the Collateral Agent upon all or any part of the Collateral, or otherwise received by Collateral Agent under any provision of this Agreement shall be applied by Senior Lender the Collateral Agent in the following order: (i) Firstfirst, to the payment in full of any and all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by Senior Lender the Collateral Agent on and after the date of this Agreement in connection with the such realization on performance of its duties under this Agreement for which reimbursement has not been made by the Collateral or the protection of their rights and interests thereinCompany; (ii) Secondsecond, to the payment Senior Lenders in full an amount equal to each such Lender’s pro-rata share of all accrued but unpaid interest on the Senior Obligations in such order as Senior Lender may elect in its sole discretionObligations; (iii) Thirdthird, to the payment Senior Lenders in full an amount equal to each such Lender’s pro-rata share of the unpaid principal balance of the Senior Obligations and any other unpaid Senior Obligations; (iv) fourth, to each Senior Lender in an amount equal to all Subordinated Obligations other amounts then due and which are secured by owing to each such CollateralSenior Lender under any Finance Document; and (ivv) Fourthfifth, any sums remaining after such applications and disbursements shall be paid to pay to the Debtors, or its representative such Persons entitled thereto or as a court of competent jurisdiction may shall direct, any surplus then remaining. (f) Senior LenderThe Collateral Agent’s rights with respect to the Collateral include, without limitation, include the right to release any or all of the Collateral from the Lien of liens under any Senior Security Document or Subordinated Loan Document (if applicable) in connection with the any sale of such Collateral, all or any portion of the Collateral notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any The Subordinated Loan Document on Noteholder is hereby deemed to have consented to such Collateral in connection with such sale is necessary or advisable, sale(s). The Subordinated Lender shall execute such release documents and instruments and shall take such further actions as Senior Lender shall request. Subordinated Lender Noteholder hereby irrevocably constitutes and appoints Senior Lender the Collateral Agent and any officer or Senior Lenderof the Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Subordinated Lender Noteholder and in the name of the Subordinated Lender Noteholder or in Senior Lenderthe Collateral Agent’s own name, from time to time in Senior Lenderthe Collateral Agent’s discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. The Subordinated Lender Noteholder hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph. No person to whom this power of attorney is presented, as authority for Collateral Agent to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from the Subordinated Noteholder as to the authority of Collateral Agent to take any action described herein, or as to the existence of or fulfillment of any condition to this power of attorney, which is intended to grant to Collateral Agent unconditionally the authority to take and perform the actions contemplated herein. The Subordinated Noteholder irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this power of attorney.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Securities Purchase Agreement, any Senior Security Document, any other Senior Loan Transaction Document or the Subordinated Credit Agreement, any Subordinated Security Document or other Subordinated Loan Document and irrespective of: (i) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Security Document;, (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral;, (iii) anything contained in any filing or agreement to which the Senior Lender Agent, any Senior Creditor or the Subordinated Lender now or hereafter may be a party; and; (iv) the avoidance, subordination, invalidity or lapse of any Liens granted by any of the Obligors or any of their Subsidiaries in favor of the Senior Agent or any of the Senior Creditors pursuant to the Senior Transaction Documents; or (v) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document Documents has and shall have priority, to the extent of any unpaid Senior Obligations, priority over any security interest in such Collateral pursuant to any Subordinated Loan Security Document. Upon the request of the Senior Agent and at the Company’s expense, the Subordinated Lender agrees to file amendments to each of its UCC financing statements and any other publicly filed instruments to expressly acknowledge that the liens evidenced thereby are junior and subordinate to those securing the Senior Obligations, such amendments to be in form and substance reasonably satisfactory to the Senior Agent. (b) The Subordinated Lender acknowledges and agrees that the Senior Obligations may be increased or reduced and that the terms of the Senior Transaction Documents may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Obligations may be replaced or refinanced, in each event, without the consent of or notice to the Subordinated Lender and without affecting the provisions hereof. (c) So long as the Senior Obligations Termination Date shall not have not been paid in full and any Senior Loan Document remains in effectoccurred, whether or not any Insolvency Event has occurred:, (i) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) the Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (C) contest, protest or or, except as set forth in Section 12(g) hereof, object to any foreclosure proceeding, postpetition financing, use of cash collateral proceeding or action brought by the Senior Lender Agent or any of the Senior Creditors or any other exercise by the Senior Lender Agent or any of the Senior Creditors of any rights and remedies under any Senior Loan Transaction Documents; andor (iiiii) the Senior Lender Agent and the other Senior Creditors shall each have the exclusive right to enforce rights and exercise remedies with respect to the Collateral Senior Obligations and neither the Senior Lender Agent nor the other Senior Creditors shall not be required to marshal any Collateral. (cd) In exercising rights and remedies with respect to the Collateral, the Senior Lender Agent and the other Senior Creditors may enforce the provisions of the Senior Loan Security Documents and exercise remedies thereunder and under any other Senior Loan Transaction Documents, all in such order and in such manner as it they may determine in the exercise of their sole business judgmentdiscretion. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. (de) When all Senior Obligations have been paid in full From and after the Senior Loan Documents no longer are in effectTermination Date, the Subordinated Lender shall have the right to enforce the provisions of the Subordinated Loan Security Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (ef) Any money, property or securities realized upon the sale, disposition or other realization by the Senior Lender Agent and/or the other Senior Creditors upon all or any part of the Collateral Collateral, shall be applied by the Senior Lender in Agent and the following order: (i) First, other Senior Creditors to the payment in full of all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by Senior Lender in connection with the such realization on the Collateral or the protection of their rights and interests therein; (ii) Second, to the payment in full of all Senior Obligations in such order as the Senior Lender may elect Agent and the other Senior Creditors deem appropriate in its their sole discretion;discretion (subject to any limitations thereon in the Senior Transaction Documents). (iiig) ThirdWhether or not any Insolvency Proceeding has been commenced by or against any Obligor, any Collateral or proceeds thereof received in connection with any exercise of any rights and remedies with respect to the Collateral shall (at such time as such Collateral or proceeds has been monetized) be applied: (i) first, to the payment of costs and expenses of the Senior Agent in full connection with such exercise of all rights and remedies, (ii) second, to the payment or collateralization of the Senior Obligations in accordance with the Senior Transaction Documents, (iii) third, to the payment of costs and expenses of the Subordinated Obligations then due Lender in connection with such exercise of rights and which are secured by such Collateral; and remedies (to the extent Subordinated Lender’s exercise of rights and remedies is permitted under this Agreement), and (iv) Fourthfourth, to pay to the Debtors, or its representative or as a court payment of competent jurisdiction may direct, any surplus then remainingthe Subordinated Obligations in accordance with the Subordinated Loan Documents. (fh) The Senior Lender’s Agent's rights with respect to the Collateral include, without limitation, include the right to release any or all of the Collateral from the Lien of any Senior Security Document or Subordinated Loan Security Document (if applicable) in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. In the event Senior Agent releases any of its Liens on all or any part of the Collateral as permitted under this Section 5(h), Senior Agent agrees to use commercially reasonable efforts to notify Subordinated Lender in writing at least 5 days in advance thereof with such notice describing in reasonable details the portion of the Collateral to be released. If the Senior Lender Agent shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Security Document on such Collateral in connection with such sale is necessary or advisable, the Subordinated Lender shall execute such release documents and instruments and shall take such further actions as the Senior Lender Agent shall reasonably request. The Subordinated Lender hereby irrevocably constitutes and appoints the Senior Lender Agent and any officer or of the Senior LenderAgent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Subordinated Lender and in the name of the Subordinated Lender or in the Senior Lender’s Agent's own namenames, from time to time in the Senior Lender’s Agent's discretion, for the purpose of carrying out the terms of this paragraphAgreement if and to the extent the Subordinated Lender fails to take any such action promptly after the Senior Agent's demand therefor, to take any and all appropriate action and to execute any and all documents and instruments which that may be necessary or desirable to accomplish the purposes of this paragraphAgreement, including, without limitation, executing and/or filing any financing statements, endorsements, assignments or other instruments of transfer or release. The Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph. Notwithstanding the foregoing, in the event the Senior Agent releases its Liens on behalf of itself and the other Senior Creditors on the Collateral in connection with the payment in full of the Senior Obligations, Subordinated Lender shall not be obligated to release its liens (nor be deemed to release its Liens hereunder) or any Collateral remaining after giving effect to payment in full of the Senior Obligations.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Loan Document and irrespective of: (i1) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Document;, (ii2) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral;, (iii3) anything contained in any filing or agreement to which Senior Lender Greenwich or any Subordinated Lender now or hereafter may be a party; , and (iv4) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Document remains in effect, whether or not any event or proceeding described in clause (1) of the definition of "Insolvency Event Event" has occurred:been commenced by or against Altiva, (i1) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) no Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure against any Collateral or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral proceeding or action brought by Senior Lender Greenwich or any other exercise by Senior Lender Greenwich of any rights and remedies under any Senior Loan DocumentsDocument; and (iii2) Senior Lender Greenwich shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Collateral; PROVIDED, that, except as provided in Section 10(b) of this Agreement, nothing contained in this Agreement shall prevent a Subordinated Lender shall from exercising or seeking to exercise any rights or remedies with respect to any assets pledged by Altiva to secure the Subordinated Obligations which are not be required to marshal any included in the Collateral. (c) In exercising rights and remedies with respect to the Collateral, Senior Lender Greenwich may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder and under any other Senior Loan Documents, all in such order and in such manner as it they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. (d) When all Senior Obligations have been paid in full and the Senior Loan Documents no longer are in effect, the Subordinated Lender Lenders shall have the right to enforce the provisions of the Subordinated Loan Documents and exercise remedies thereunder. Notwithstanding thereunder with respect to the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereofCollateral. (e) Any money, property or securities realized upon the sale, disposition or other realization by Senior Greenwich, Altiva or any Subordinated Lender upon all or any part of the Collateral or any collections, distributions or other proceeds received by Greenwich in respect of the Collateral shall be applied by Senior Greenwich, Altiva or any Subordinated Lender in the following order: (i1) FirstFIRST, to the payment in full of all costs and expenses (including, without limitation, attorneys’ ' fees and disbursements) paid or incurred by Senior Lender Greenwich in connection with the such realization on the Collateral or the protection of their rights and interests therein; (ii2) SecondSECOND, to the payment in full of all Senior Obligations in such order as Senior Lender Greenwich may elect in its sole discretion; (iii3) ThirdTHIRD, to pay the payment balance to the Subordinated Lenders, unless the Subordinated Lenders shall have notified Greenwich in full of all writing that the Subordinated Obligations then due and which are secured by such CollateralLenders have been paid in full; and (iv4) FourthFOURTH, if the Subordinated Lenders has been paid in full, to pay to the DebtorsAltiva, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining. (f) Senior Lender’s Greenwich's rights with respect to the Collateral include, without limitation, include the right to release any or all of the Collateral from the Lien lien of any Senior Security Document or Subordinated Loan Document (if applicable) in connection with the sale of such Collateral; PROVIDED, notwithstanding that the net proceeds of any such sale may not shall be used to permanently prepay any the Senior Obligations or Subordinated ObligationsObligations (including, without limitation, reimbursement of expenses and indemnities provided in the Subordinated Loan Documents), and subject to the Subordinated Lenders' right under the Subordinated Loan Documents to retain such balance as security for repayment of the Subordinated Notes in accordance with their terms. If Senior Lender Greenwich shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) lien of any Subordinated Loan Document on such Collateral in connection with such sale is necessary or advisable, the Subordinated Lender Lenders shall execute such release documents and instruments and shall take such further actions as Senior Lender Greenwich shall request, subject to the Subordinated Lenders' right under the Subordinated Loan Documents to retain such proceeds as security for repayment of the Subordinated Notes in accordance with their terms. Each Subordinated Lender hereby irrevocably constitutes and appoints Senior Lender Greenwich and any officer or Senior Lenderagent of Greenwich, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Subordinated Lender and in the name of such Subordinated Lender or in Senior Lender’s Greenwich's own name, from time to time in Senior Lender’s Greenwich's discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Each Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Security Document or other Subordinated Loan Document and irrespective of: (i) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Security Document; (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) anything contained in any filing or agreement to which the Senior Lender or the Subordinated Lender now or hereafter may be a party; and (iv) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Security Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Security Document remains in effect, whether or not any Insolvency Event has occurred:, (i) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) the Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by the Senior Lender or any other exercise by the Senior Lender of any rights and remedies under any Senior Loan Documents; and (iiiii) the Senior Lender shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender shall not be required to marshal any Collateral. (c) In exercising rights and remedies with respect to the Collateral, the Senior Lender may enforce the provisions of the Senior Loan Security Documents and exercise remedies thereunder and under any other Senior Loan Documents, all in such order and in such manner as it may determine in the exercise of their sole commercially reasonable business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. (d) When all Senior Obligations have been paid in full and the Senior Loan Security Documents no longer are in effect, the Subordinated Lender shall have the right to enforce the provisions of the Subordinated Loan Security Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by the Senior Lender upon all or any part of the Collateral Collateral, shall be applied by the Senior Lender in the following order: (i) First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by the Senior Lender in connection with the such realization on the Collateral or the protection of their rights and interests therein; (ii) Second, to the payment in full of all Senior Obligations in such order as the Senior Lender may elect in its sole discretion; (iii) Third, to the payment in full of all Subordinated Obligations then due and in such order as the Subordinated Lender may elect in its sole discretion which are secured by such Collateral, which shall be paid to the Subordinated Lender; and (iv) Fourth, to pay to the Debtors, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining. (f) The Senior Lender’s rights with respect to the Collateral include, without limitation, include the right to release any or all of the Collateral from the Lien of any Senior Security Document or Subordinated Loan Security Document (if applicable) in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If the Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Security Document on such Collateral in connection with such sale is necessary or advisable, the Subordinated Lender shall execute such release documents and instruments and shall take such further actions as the Senior Lender shall request. The Subordinated Lender hereby irrevocably constitutes and appoints the Senior Lender and any officer or Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Subordinated Lender and in the name of the Subordinated Lender or in the Senior Lender’s own name, from time to time in the Senior Lender’s discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. The Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, the Senior Mortgage, any other Senior Loan Document or any Subordinated Security Document, the Mortgage or other Subordinated Loan Document and irrespective of: (i1) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Security Document;, (ii2) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral;, (iii3) anything contained in any filing or agreement to which the Senior Lender or any Subordinated Lender now or hereafter may be a party; and (iv4) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, , (1) any security interest in any Collateral (other than the Mortgaged Property) pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Security Document, (2) until the Required Payment has been made, any security interest in the Mortgaged Property pursuant to the Mortgage has and shall have priority, to the extent of any unpaid Subordinated Obligations over any security interest in the Mortgaged Property pursuant to any Senior Security Document and (3) following payment of the Required Payment, any security interest in the Mortgaged Property pursuant to the Senior Mortgage shall have priority, to the extent of any unpaid Senior Obligations over any security interest in the Mortgaged Property pursuant to any Subordinated Security Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Security Document remains in effect, whether or not any Insolvency Event has occurred:, (i1) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) no Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral except (I) if a Designated Subordinated Lender Default has occurred and is continuing, the Standstill Period has ended and the Senior Lender has not commenced exercising any rights or remedies with respect to the Collateral, (II) if at the end of the Forty Five Day Period, the Required Payment has not been made and the Forbearance Payments are not being made, the Subordinated Lenders may exercise their rights and remedies under the Mortgage and (III) if at the end of the Ninety Day Period, the Required Payment has not been made, the Subordinated Lenders may exercise their rights under the Mortgage or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure except (I) the Subordinated Lenders may institute an action or proceeding with respect to the Mortgaged Property if the Required Payment has not been made at the end of the Forty Five Day Period and the Forbearance Payments are not being made during the Ninety Day Period or the Required Payment is not made at the end of the Ninety Day Period and (II) the Subordinated Lenders may institute an action or proceeding with respect to the Collateral if a Designated Subordinated Lender Default has occurred and is continuing, the Standstill Period has ended and the Senior Lender has not commenced exercising any rights or remedies with respect to the Collateral or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by the Senior Lender or any other exercise by the Senior Lender of any rights and remedies under any Senior Loan Documents; and (iii2) except to the extent set forth in clause (b)(1) above, the Senior Lender shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender shall not be required to marshal any Collateral. (c) In exercising rights and remedies with respect to the Collateral, the Senior Lender may enforce the provisions of the Senior Loan Security Documents and exercise remedies thereunder and under any other Senior Loan Documents, all in such order and in such manner as it may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. (d) When all Senior Obligations have been paid in full and the Senior Loan Security Documents no longer are in effect, the Subordinated Lender Lenders shall have the right to enforce the provisions of the Subordinated Loan Security Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any Except for payments permitted to be made in accordance with paragraph 2(b) money, property or securities realized upon the sale, disposition or other realization by Senior Lender upon all or any part of the Collateral Collateral, shall be applied by Senior Lender in the following order: (i1) First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ ' fees and disbursements) paid or incurred by Senior Lender in connection with the such realization on the Collateral or the protection of their rights and interests therein; (ii2) Second, to the payment in full of all Senior Obligations in such order as the Senior Lender may elect in its sole discretion; (iii3) Third, to the payment in full of all Subordinated Obligations then due and which are secured by such Collateral; and (iv4) Fourth, to pay to the DebtorsBorrowers or the Guarantor, or its their representative or as a court of competent jurisdiction may direct, any surplus then remaining. Notwithstanding the foregoing, to the extent the Mortgage Financing has not occurred, the proceeds from the sale, disposition or other realization upon the Mortgaged Property after payment in full of all costs and expenses paid or incurred in connection with such realization on the Mortgaged Property shall be applied first to the payment in full of all Subordinated Obligations then due and which are secured by the Mortgaged Property. (f) The Senior Lender’s 's rights with respect to the Collateral include, without limitation, include the right to release any or all of the Collateral from the Lien of any Senior Security Document or Subordinated Loan Security Document (if applicable) in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If the Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Security Document on such Collateral in connection with such sale is necessary or advisable, the Subordinated Lender Lenders shall execute such release documents and instruments and shall take such further actions as the Senior Lender shall request. Each Subordinated Lender hereby irrevocably constitutes and appoints the Senior Lender and any officer or Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Subordinated Lender and in the name of such Subordinated Lender or in the Senior Lender’s 's own name, from time to time in the Senior Lender’s 's discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Each Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph. Notwithstanding the foregoing, the Senior Lender shall not have any rights under this clause (f) as respects the Mortgaged Property unless the Mortgage Financing has occurred. (g) Notwithstanding anything to the contrary set forth herein or in any Subordinated Loan Document, Subordinated Lender shall not be entitled to exercise its right of setoff (if any) with respect to funds of the Borrowers or the Guarantor on deposit with Subordinated Lender. (h) Subordinated Lender agrees to deliver to Senior Lender within fifteen (15) days of the date of this Agreement, the stock certificates in its possession which evidence the ownership interest of EDAC in Apex and the Guarantor and until such stock certificates are delivered to Senior Lender, Subordinated Lender shall hold such stock certificates as agent for purposes of perfecting Senior Lender's lien therein.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Security Document or other Subordinated Loan Document and irrespective of: (i1) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Security Document; (ii2) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii3) anything contained in any filing or agreement to which the Senior Lender or any Subordinated Lender now or hereafter may be a party; and (iv4) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Security Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Security Document remains in effect, whether or not any Insolvency Event has occurred:, and whether or not demand for payment of any Subordinated Obligations has been made, (i1) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) no Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by the Senior Lender or any other exercise by the Senior Lender of any rights and remedies under any Senior Loan Documents; and (iii2) the Senior Lender shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender shall not be required to marshal any Collateral. (c) In exercising rights and remedies with respect to the Collateral, the Senior Lender may enforce the provisions of the Senior Loan Security Documents and exercise remedies thereunder and under any other Senior Loan Documents, all in such order and in such manner as it may determine in the exercise of their its sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. (d) When all Senior Obligations have been paid in full and the Senior Loan Security Documents no longer are in effect, the Subordinated Lender Lenders shall have the right to enforce the provisions of the Subordinated Loan Security Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by the Senior Lender upon all or any part of the Collateral Collateral, shall be applied by the Senior Lender in the following order: (i1) First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by the Senior Lender in connection with the such realization on the Collateral or the protection of their rights and interests therein; (ii2) Second, to the payment in full of all Senior Obligations in such order as the Senior Lender may elect in its sole discretion; (iii3) Third, to the payment in full of all Subordinated Obligations then due and which are secured by such Collateral, which shall be paid to the Subordinated Lenders; and (iv4) Fourth, to pay to the DebtorsBorrower, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining. (f) The Senior Lender’s rights with respect to the Collateral include, without limitation, include the right to release any or all of the Collateral from the Lien of any Senior Security Document or Subordinated Loan Security Document (if applicable) in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If the Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Security Document on such Collateral in connection with such sale is necessary or advisable, the Subordinated Lender Lenders shall execute such release documents and instruments and shall take such further actions as the Senior Lender shall request. Each Subordinated Lender hereby irrevocably constitutes and appoints the Senior Lender and any officer or Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Subordinated Lender and in the name of such Subordinated Lender or in the Senior Lender’s own name, from time to time in the Senior Lender’s discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Each Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Transaction Document or any Subordinated Loan Transaction Document and irrespective of: (i) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Security Document; (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) anything contained in any filing or agreement to which Senior Lender the Collateral Agent or any Subordinated Lender Noteholder now or hereafter may be a party; and (iv) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Transaction Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Security Document remains in effect, whether or not any Insolvency Event has occurred:, (i) Debtors shall not grant to no Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or Noteholder will take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created.Collateral Enforcement Action; and (ii) Subordinated Lender will not (A) exercise or seek the Collateral Agent and, subject to exercise any rights or exercise any remedies with respect to any the Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitationAgency Agreement, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by Senior Lender or any other exercise by Senior Lender of any rights and remedies under any Senior Loan Documents; and (iii) Senior Lender Noteholder shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender Collateral Agent shall not be required to marshal any Collateral. (c) In exercising rights and remedies with respect to the Collateral, the Collateral Agent and, subject to the Collateral Agency Agreement, Senior Lender Noteholders may enforce the provisions of the Senior Loan Security Documents and exercise remedies thereunder and under any other Senior Loan Transaction Documents, all in such order and in such manner as it or they may determine in the exercise of its or their sole business judgment. Such exercise and enforcement shall include, without limitation, include the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. In conducting any public or private sale under the Uniform Commercial Code, the Collateral Agent shall give the Subordinated Noteholders such notice of such sale as may be required by the applicable Uniform Commercial Code; provided, however, that 10 days' notice shall be deemed to be commercially reasonable notice. (d) When all Senior Obligations have been paid in full and the Senior Loan Security Documents no longer are in effect, subject to the requirements of the Collateral Agency Agreement, the Subordinated Lender Noteholders shall have the right to enforce the provisions of the Subordinated Loan Security Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by Senior Lender the Collateral Agent upon all or any part of the Collateral, or otherwise received by Collateral Agent under any provision of this Agreement shall be applied by Senior Lender the Collateral Agent in the following order: (i) Firstfirst, to the payment in full of any and all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by Senior Lender the Collateral Agent on and after the date of this Agreement in connection with the such realization on performance of its duties under this Agreement for which reimbursement has not been made by the Collateral or the protection of their rights and interests thereinCompany; (ii) Secondsecond, to the payment Senior Secured Noteholders in full an amount equal to each such Noteholder's pro-rata share of all accrued but unpaid interest on the Senior Obligations in such order as Senior Lender may elect in its sole discretion;Secured Notes. (iii) Thirdthird, to the payment Senior Secured Noteholders in full an amount equal to each such Noteholder's pro-rata share of all the unpaid principal balance of the Senior Secured Notes and any other unpaid Senior Obligation; (iv) fourth, to the Subordinated Obligations then due Noteholders in an amount equal to each such Noteholder's pro-rata share of accrued but unpaid interest on the Subordinated Notes; (v) fifth, to the Subordinated Noteholders in an amount equal to each such Noteholder's pro-rata share of the unpaid principal balance of the Subordinated Notes and which are secured by such Collateralany other unpaid Subordinated Obligations; and (ivvi) Fourthsixth, any sums remaining after such applications and disbursements shall be paid to pay to the Debtors, or its representative such Persons entitled thereto or as a court of competent jurisdiction may shall direct, any surplus then remaining. (f) Senior Lender’s The Collateral Agent's rights with respect to the Collateral include, without limitation, include the right to release any or all of the Collateral from the Lien of liens under any Senior Security Document or Subordinated Loan Security Document (if applicable) in connection with the any sale of such Collateral, all or any portion of the Collateral notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. The Subordinated Noteholders are hereby deemed to have consented to such sale(s) under the Subordinated Documents. At the request of Collateral Agent, the Subordinated Noteholders shall (or shall cause the Subordinated Noteholder's agent to) deliver to the Collateral Agent such duly executed and undated UCC and, as applicable, intellectual property terminations, satisfactions and discharges of mortgages (the term "mortgage" being deemed to include mortgage deeds, deeds of trust and other similar instruments creating a lien on real property), termination statements and partial release statements (in blank as to the assets being released), as the Collateral Agent may request with respect to the Subordinated Noteholders' liens on the Credit Parties' assets. If Senior Lender the Collateral Agent shall determine, in connection with any sale of Collateral, that the termination, satisfaction, discharge or partial release of the Lien (if applicable) on all or any portion of the Collateral under any Subordinated Loan Security Document on such Collateral in connection with such sale is necessary or advisable, the Collateral Agent may deliver to the applicable purchaser at such sale (or, upon the request of such purchaser, file) such previously delivered termination, satisfaction, discharge or partial release documents, which partial release documents the Collateral Agent is hereby authorized to complete (whether one or more and from time to time)) by inserting the description of the assets to be released. The Subordinated Lender Noteholders shall execute such release other release, satisfaction, discharge and termination documents and instruments and shall take such further actions as Senior Lender the Collateral Agent shall request. Each Subordinated Lender Noteholder hereby irrevocably constitutes and appoints Senior Lender the Collateral Agent and any officer or Senior LenderCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Subordinated Lender Noteholder and in the name of such Subordinated Lender Noteholder or in Senior Lender’s the Collateral Agent's own name, from time to time in Senior Lender’s the Collateral Agent's discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, including any terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer transfer, termination or release, and, in addition, to take any and all other appropriate and commercially reasonably action for the purpose of carrying out the terms of this paragraph. Each Subordinated Lender Noteholder hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraphparagraph No person to whom this power of attorney is presented, as authority for Collateral Agent to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Subordinated Noteholder as to the authority of Collateral Agent to take any action described herein, or as to the existence of or fulfillment of any condition to this power of attorney, which is intended to grant to Collateral Agent unconditionally the authority to take and perform the actions contemplated herein. Each Subordinated Noteholder irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this power of attorney.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan AgreementNote, any Senior Security Document, any other Senior Loan Document or the Subordinated Notes, any Subordinated Security Document or other Subordinated Loan Document and irrespective of: (i1) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Security Document;, (ii2) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral;, (iii3) anything contained in any filing or agreement to which the Senior Lender or any Subordinated Lender now or hereafter may be a party; and, (iv4) the rules for determining perfection or priority under any provision of the Uniform Commercial Code or any other law governing applicable law, (5) whether the relative priorities of secured creditorsliens securing the Senior Obligations are valid, enforceable, void, avoidable, subordinated, disputed, or allowed, or (6) any other circumstance whatsoever, any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Security Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Security Document remains in effect, whether or not any Insolvency Event has occurred:, (i1) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) no Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to take any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by Senior Lender or any other exercise by Senior Lender of any rights and remedies under any Senior Loan DocumentsEnforcement Action; and (iii2) the Senior Lender shall have the exclusive right to enforce rights and exercise remedies with respect to the Senior Lender Collateral and Senior Lender shall not be required to marshal any Senior Lender Collateral. (c) In exercising rights and remedies with respect to the Senior Lender Collateral, the Senior Lender may enforce the provisions of the Senior Loan Security Documents and exercise remedies thereunder and under any other Senior Loan Documents, all in such order and in such manner as it may determine in the exercise of their its sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Senior Lender Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. In conducting any public or private sale under the Uniform Commercial Code, the Senior Lender shall give the Subordinated Lenders such notice of such sale as may be required by the applicable Uniform Commercial Code; provided, however, that 10 days' notice shall be deemed to be commercially reasonable notice; and provided, further, that regardless of whether required under the Uniform Commercial Code, Senior Lender shall give the Subordinated Lenders not less than 10 days' prior notice of any such public or private sale. (d) When all Senior Obligations have been paid in full and the Senior Loan Security Documents no longer are in effect, the Subordinated Lender Lenders shall have the right to enforce the provisions of the Subordinated Loan Security Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by the Senior Lender upon all or any part of the Collateral Senior Lender Collateral, shall be applied by the Senior Lender in the following order: (i1) First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ ' fees and disbursements) paid or incurred by the Senior Lender in connection with the such realization on the Senior Lender Collateral or the protection of their rights and interests therein; (ii2) Second, to the payment in full of all Senior Obligations in such order as the Senior Lender may elect in its sole discretion; (iii3) Third, to the extent applicable, to payment in full of all Subordinated Obligations then due and which are secured by such Senior Lender Collateral, which shall be paid to Xxxx X. Xxxxxx, as agent for the Subordinated Lenders (or any successor agent designated by written notice from both Subordinated Lenders to the Senior Lender); and (iv4) Fourth, to pay to the DebtorsFranchisor, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining. Notwithstanding the foregoing, Senior Lender shall have the right (but no obligation), exercisable at any time or from time to time in its sole discretion, to cause the application of any such funds to all or any portion of the Subordinated Obligations in advance of application thereof for payment of such portion of the Senior Obligations as Senior Lender may determine in its sole discretion. (f) The Senior Lender’s 's rights with respect to the Senior Lender Collateral include, without limitation, include the right to release any or all of the Senior Lender Collateral from the Lien of under any Senior Security Document or Subordinated Loan Security Document (if applicable) in connection with the any sale of such Collateral, all or any portion of the Senior Lender Collateral notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. The Subordinated Lenders are hereby deemed to have consented to such sale(s) under the Subordinated Loan Documents. Concurrently with the execution of this Agreement, and from time to time thereafter, the Subordinated Lenders shall deliver to the Senior Lender such duly executed and undated UCC and, as applicable, intellectual property terminations, satisfactions and discharges of mortgages (the term "mortgage" being deemed to include mortgage deeds, deeds of trust and other similar instruments creating a lien on real property), termination statements and partial release statements (in blank as to the assets being released), as the Senior Lender may request with respect to the Subordinated Lenders' liens on the Credit Parties' assets. If the Senior Lender shall determine, in connection with any sale of Senior Lender Collateral, that the termination, satisfaction, discharge or partial release of the Lien (if applicable) on all or any portion of the Senior Lender Collateral under any Subordinated Loan Security Document on such Collateral in connection with such sale is necessary or advisable, the Senior Lender may deliver to the applicable purchaser at such sale (or, upon the request of such purchaser, file) such previously delivered termination, satisfaction, discharge or partial release documents, which partial release documents the Senior Lender is hereby authorized to complete (whether one or more and from time to time)) by inserting the description of the assets to be released. The Subordinated Lender Lenders shall execute such release other release, satisfaction, discharge and termination documents and instruments and shall take such further actions as the Senior Lender shall request. Each Subordinated Lender hereby irrevocably constitutes and appoints the Senior Lender and any officer or Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Subordinated Lender and in the name of such Subordinated Lender or in the Senior Lender’s 's own name, from time to time in the Senior Lender’s 's discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer transfer, termination or release, and, in addition, to take any and all other appropriate and commercially reasonably action for the purpose of carrying out the terms of this paragraph. Each Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph. No person to whom this power of attorney is presented, as authority for Senior Lender to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Subordinated Lender as to the authority of Senior Lender to take any action described herein, or as to the existence of or fulfillment of any condition to this power of attorney, which is intended to grant to Senior Lender unconditionally the authority to take and perform the actions contemplated herein. Each Subordinated Lender irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this power of attorney.

Rights in Collateral. (a) So long as the First Lien Termination Date shall not have occurred, the parties hereto agree that, after the date hereof, in no event shall the Note Collateral Agent, the Trustee or any holder of Note Obligations have a lien on or security interest in any collateral that is not subject to the first priority lien of the First Lien Documents, except to the extent that the Administrative Agent shall have released the lien of the First Lien Documents with respect to such collateral. Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Bank Obligation Document or any Subordinated Loan Note Obligation Document and irrespective of: (i) of the time, order or method of attachment or perfection of the security interests created by any Senior Security Document the First Lien Documents or any Subordinated Loan Document; (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) Second Lien Documents, anything contained in any filing or agreement to which Senior Lender any party hereto, any Grantor, any Lender, any Indenture Noteholder or Subordinated Lender any other holder of Secured Obligations now or hereafter may be a party; and (iv) party and the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document the First Lien Documents has and shall have priority, to the extent of any unpaid Senior Bank Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Documentthe Second Lien Documents. (b) So long as the Senior Obligations First Lien Termination Date shall not have not been paid in full and any Senior Loan Document remains in effectoccurred, whether or not any Insolvency Event bankruptcy proceeding or similar event or proceeding has occurred: been commenced by or against any Grantor, (i) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) Subordinated Lender the Note Collateral Agent will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or that is subject to the security interests granted under the First Lien Documents, (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or foreclosure, (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral proceeding or action brought by Senior Lender the Administrative Agent or any other exercise by Senior Lender the Administrative Agent of any rights and remedies under any Senior Loan Bank Obligation Documents relating to the Collateral that is subject to the security interests granted under the First Lien Documents or (D) object to the forbearance by the Administrative Agent from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral that is subject to the security interests granted under the First Lien Documents; and , and (iiiii) Senior Lender the Administrative Agent shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender that is subject to the security interests granted under the First Lien Documents; provided that this Section shall not be required impair the Note Collateral Agent from otherwise taking any action deemed proper by it to marshal any Collateralpreserve the rights of the holders of the Note Obligations under the Second Lien Documents (including by way of filing proofs of claim or otherwise). (c) In exercising rights and remedies with respect to the Collateral, Senior Lender the Administrative Agent may enforce the provisions of the Senior Loan First Lien Documents and exercise remedies thereunder and under any other Senior Loan Bank Obligation Documents, all in such order and in such manner as it may determine in the exercise of their its sole business judgment, it being agreed that (i) any such exercise of remedies shall be subject to Section 2.7 and (ii) any Collateral Proceeds shall be permanently applied in accordance with Section 4.2(b). Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition disposition, to exercise rights and powers as a holder of the shares of stock included in the Collateral under the First Lien Documents or otherwise and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. (d) When all Senior Obligations have been paid in full Upon any sale by the Administrative Agent of Collateral upon exercise of remedies under the Collateral Documents, the lien and security interest created pursuant to the First Lien Documents and the Senior Loan Second Lien Documents no longer are in effect, Subordinated Lender shall have the right to enforce the provisions of the Subordinated Loan Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by Senior Lender upon all or any part of the such Collateral shall be applied by Senior Lender in automatically released, and upon any such sale the following order: (i) FirstNote Collateral Agent shall, to the payment in full of all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by Senior Lender in connection with the such realization on the Collateral or the protection of their rights and interests therein; (ii) Second, to the payment in full of all Senior Obligations in such order as Senior Lender may elect in its sole discretion; (iii) Third, to the payment in full of all Subordinated Obligations then due and which are secured by such Collateral; and (iv) Fourth, to pay to the Debtors, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining. (f) Senior Lender’s rights with respect to the Collateral includeSecond Lien Documents, without limitation, the right execute or cause to release any or all of the Collateral from the Lien of any Senior Security Document or Subordinated Loan Document (if applicable) in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Document on such Collateral in connection with such sale is necessary or advisable, Subordinated Lender shall execute executed such release documents and instruments and shall take such further actions as Senior Lender the Administrative Agent shall request. Subordinated Lender The Note Collateral Agent, for itself and on behalf of each holder of Note Obligations, hereby irrevocably constitutes and appoints Senior Lender the Administrative Agent and any officer or Senior Lenderagent of the Administrative Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Subordinated Lender the Note Collateral Agent or such holder and in the name of Subordinated Lender the Note Collateral Agent or such holder or in Senior Lender’s the Administrative Agent's own name, from time to time in Senior Lender’s the Administrative Agent's discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Subordinated Lender hereby ratifies . (e) Subject to Section 5.2(f), in the event that the First Lien Termination Date shall have occurred, and at such time the Note Obligations are still outstanding and the Second Lien Documents are in effect, (A) the Note Collateral Agent shall automatically become the Administrative Agent hereunder with all that said attorneys the rights and powers of the Administrative Agent hereunder, and bound by the provisions hereof, without the need for any further action on the part of any party hereto, (B) if at such time the Collateral has been sold or otherwise disposed of and the Administrative Agent holds cash proceeds remaining after application as set forth in clauses First through Fourth of Section 4.2(b), the Administrative Agent shall lawfully do turn over such remaining proceeds to the Note Collateral Agent for application as set forth in clauses Fifth through Ninth of Section 4.2(b) and (C) if at such time the Administrative Agent continues to hold any certificates representing shares of stock included in the Collateral or cause to hold any other Collateral, the Administrative Agent shall turn over such certificates and such other Collateral to the Note Collateral Agent to be done pursuant held by it under the Second Lien Documents. In no event shall the Note Collateral Agent have any liability for the acts or omissions of the former Administrative Agent. (f) In the event that, at any time (whether before or after the First Lien Termination Date), the Company enters into a new agreement which the Company (with the consent of the Bank Agent in the event that the Credit Agreement Obligations with respect to any then existing Credit Agreement have not been Fully Satisfied) designates as a "Credit Agreement" hereunder, (i) the power administrative agent under such new agreement shall automatically become the Administrative Agent hereunder with all the rights and powers of attorney granted in this paragraph.the Administrative Agent hereunder, and bound by the provisions hereof, without the need for any

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Note Purchase Agreement, any Senior Security Document, any other Senior Loan Note Document or any Subordinated Security Document or other Subordinated Loan Document and irrespective of: (i1) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Security Document;, (ii2) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral;, (iii3) anything contained in any filing or agreement to which Senior Lender the Agent, any Holder or the Subordinated Lender now or hereafter may be a party; party and (iv4) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Security Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Security Document remains in effect, whether or not any event or proceeding described in clause (a) of the definition of "Insolvency Event Event" has occurred:been commenced by or against LRGP, (i1) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) the Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral proceeding or action brought by Senior Lender the Agent or the Purchaser or any other exercise by Senior Lender the Agent or the Purchaser of any rights and remedies under any Senior Loan Note Documents; and (iii2) Senior Lender the Agent and the Purchaser shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender shall not be required to marshal any Collateral. (c) In exercising rights and remedies with respect to the Collateral, Senior Lender the Agent and the Purchaser may enforce the provisions of the Senior Loan Security Documents and exercise remedies thereunder and under any other Senior Loan Note Documents, all in such order and in such manner as it they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. (d) When all Senior Obligations have been paid in full and the Senior Loan Security Documents no longer are in effect, the Subordinated Lender shall have the right to enforce the provisions of the Subordinated Loan Security Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by Senior Lender the Agent upon all or any part of the Collateral Collateral, shall be applied by Senior Lender the Agent in the following order: (i1) First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ ' fees and disbursements) paid or incurred by Senior Lender the Agent or the Purchaser in connection with the such realization on the 8 8 Collateral or the protection of their rights and interests therein; (ii2) Second, to the payment in full of all Senior Obligations in such order as Senior Lender the Agent may elect in its sole discretion; (iii3) Third, to the payment in full of all Subordinated Obligations then due and which are secured by such Collateral; and (iv4) Fourth, to pay to the DebtorsLRGP, or its representative representative, or as a court of competent jurisdiction may direct, any surplus then remaining. (f) Senior Lender’s The Agent's and the Purchaser' rights with respect to the Collateral include, without limitation, include the right to release any or all of the Collateral from the Lien of any Senior Security Note Document or Subordinated Loan Security Document (if applicable) in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If Senior Lender the Agent or the Purchaser shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Security Document on such Collateral in connection with such sale is necessary or advisable, the Subordinated Lender shall execute such release documents and instruments and shall take such further actions as Senior Lender the Agent or the Purchaser shall request. The Subordinated Lender hereby irrevocably constitutes and appoints Senior Lender the Agent and any officer or Senior Lenderagent of the Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Subordinated Lender and in the name of the Subordinated Lender or in Senior Lender’s the Agent's own name, from time to time in Senior Lender’s the Agent's discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. The Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in any filing or agreement to which the Trustee, the holders of the Subordinated Notes, the Senior Loan AgreementAgents, any the Senior Security Document, any other Senior Loan Document Lenders or any Subordinated Loan Document the Borrower may be a party and irrespective of: (i) of the time, order or method of attachment or perfection of the security interests created by any the Senior Security Document Documents or any the Subordinated Loan Document; (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) anything contained in any filing or agreement to which Senior Lender or Subordinated Lender now or hereafter may be a party; and (iv) Security Documents, the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, all Liens on the Collateral securing the Subordinated Obligations pursuant to the Subordinated Security Documents shall be and hereby are subordinated for all purposes and in all respects to Liens on the Collateral securing the Senior Loan Obligations pursuant to the Senior Security Documents, and any security interest in any Collateral in favor of or for the benefit of the Senior Agent and Senior Lenders pursuant to any the Senior Security Document Documents has and shall have priority, to the extent of any unpaid Senior Loan Obligations, over any security interest in such Collateral in favor of or for the benefit of the Trustee or the holders of the Subordinated Notes pursuant to any the Subordinated Loan DocumentSecurity Documents. (b) So long as the Senior Loan Obligations have not been paid in full and any Senior Loan Document remains in effect, whether or the commitments under the Credit Agreement have not any Insolvency Event has occurred: been terminated or expired (i) Debtors shall not grant to neither the Trustee nor any holder of the Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, Notes will institute any action or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) Subordinated Lender will not (A) exercise or seek proceeding to exercise any of its rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remediesCollateral, including including, without limitation, any action of foreclosure or upon any Collateral and (Cii) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by the Senior Lender or any other exercise by Senior Lender of any rights and remedies under any Senior Loan Documents; and (iii) Senior Lender Agents shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral under the Senior Security Documents, and neither the Trustee nor any holder of the Subordinated Notes shall have any right to consent to, require notice of (except as provided herein or in the applicable Uniform Commercial Code) or be consulted with respect to, the enforcement of such rights or the exercise of such remedies by the Senior Lender shall Agent and the Senior Lenders with respect thereto; provided, however, that, (A) in any Proceeding commenced by or against the Borrower, the Trustee may file a claim or statement of interest with respect to the Subordinated Obligations, and (B) the Trustee may take any action in order to preserve or protect its rights in the Collateral not be required to marshal any Collateralin contravention of this Agreement. (c) In exercising rights The Trustee and remedies with respect each holder of Subordinated Notes agrees not to the Collateralseek to challenge, Senior Lender may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder and under to avoid, to subordinate or to contest or directly or indirectly to support any other Senior Loan DocumentsPerson in challenging, all avoiding or contesting in such order and in such manner as it may determine in the exercise of their sole business judgment. Such exercise and enforcement shall includeany judicial or other proceeding, including, without limitation, any Proceeding, the rights priority, validity, extent, perfection or enforceability of any Lien held by the Collateral Agent or any Senior Lender in all or any part of the Collateral. The Senior Agents and each Senior Lender agrees not to sell or otherwise dispose of Collateralseek to challenge, to incur expenses avoid, to subordinate, except pursuant to the terms of this Agreement and the Indenture, or to contest or directly or indirectly to support any other Person in connection with such sale challenging, avoiding or disposition and to exercise all contesting in any judicial or other proceeding, including, without limitation, any Proceeding, the rights and remedies of a secured lender under the Uniform Commercial Code priority, validity, extent, perfection or enforceability of any applicable jurisdictionLien held by the Trustee or any holder of Subordinated Notes in all or any part of the Collateral. (d) When all So long as the Senior Loan Obligations have not been paid in full and or the Senior Loan Documents no longer are in effect, Subordinated Lender shall commitments under the Credit Agreement have the right to enforce the provisions of the Subordinated Loan Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lendernot been terminated or expired, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property property, securities or securities realized upon other distributions of any nature whatsoever received from the sale, disposition or other realization upon a foreclosure in accordance with the Uniform Commercial Code or other exercise of remedies with respect to the Collateral by any Senior Lender upon Lender, any Senior Agent, the Trustee or any holder of the Subordinated Notes, or all or any part of the Collateral Collateral, regardless of whether such money, property, securities or other distributions are received during the pendency of any Proceeding or otherwise, shall be delivered to the Collateral Agent in the form received, duly indorsed to such party, if required, and applied by Senior Lender the Collateral Agent in the following order: (i) : First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by the Senior Lender Agents and the Senior Lenders in connection with the such realization on the Collateral or the protection of any of their rights and interests therein; (ii) ; Second, to the payment in full of all Senior Loan Obligations in such the order as Senior Lender may elect prescribed in its sole discretion; (iiiSection 2.16(b) of the Credit Agreement; Third, to the payment in full of all Trustee for application to the Subordinated Obligations then due pursuant to Section 6.10 of the Indenture to the full extent thereof at such time; and which are secured by such Collateral; and (iv) Fourth, to pay to the Debtors, Borrower or its representative the appropriate designee thereof or as a court of competent jurisdiction may direct, any surplus then remaining. (e) In the event that: (i) all of the Senior Loan Obligations have been paid in full and the commitments under the Credit Agreement have been terminated or expired; (ii) after giving effect thereto any Collateral remains that remains pledged pursuant to the Subordinated Security Documents, and (iii) at such time there are Subordinated Obligations outstanding, then the Trustee shall have the right to exercise remedies against the Collateral and to enforce the provisions of the Subordinated Security Documents in respect of the Collateral without any consent of, notice to or consultation with any Senior Lender. (f) Any Collateral or proceeds thereof received by the Trustee or any holder of Subordinated Notes in connection with the exercise of any right or remedy relating to the Collateral pursuant to the Subordinated Security Documents in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Collateral Agent for the benefit of the Senior Lender’s Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. (g) Notwithstanding anything to the contrary in this Agreement, the Trustee and the holders of Subordinated Notes may accelerate the Subordinated Obligations and exercise rights and remedies as a creditor against the Borrower and its Subsidiaries (other than with respect to the Collateral include, without limitation, the right to release any or all of the Collateral from the Lien of any Senior Security Document or Subordinated Loan Document (if applicableas provided herein) in connection accordance with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Document on such Collateral in connection with such sale is necessary or advisable, Subordinated Lender shall execute such release documents and instruments and shall take such further actions as Senior Lender shall request. Subordinated Lender hereby irrevocably constitutes and appoints Senior Lender and any officer or Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Subordinated Lender and in the name of Subordinated Lender or in Senior Lender’s own name, from time to time in Senior Lender’s discretion, for the purpose of carrying out the terms of this paragraphthe Subordinated Note Documents and applicable law. (h) THE BORROWER, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraphEACH OF THE SENIOR AGENTS (ON THEIR OWN BEHALF AND ON BEHALF OF THE SENIOR LENDERS) AND THE TRUSTEE EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior any EPN Loan AgreementDocument, any EPNHC Loan Document, any Senior Security Document, any other Senior Secured Acquisition Term Loan Document or any Subordinated Xxxxx Xxxx Loan Document and irrespective of: (i) of the time, order or method of attachment or perfection of the security interests created by any Senior Security Document the EPN Loan Documents, the EPNHC Loan Documents or any Subordinated the Xxxxx Xxxx Loan Document; (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) Documents, anything contained in any filing or agreement to which the EPN Administrative Agent, the EPNHC Administrative Agent, the Senior Secured Acquisition Term Loan Administrative Agent, the Xxxxx Xxxx Administrative Agent, the Collateral Agent, any EPN Lender, any EPNHC Lender, any Senior Secured Acquisition Term Loan Lender or Subordinated any Xxxxx Xxxx Lender now or hereafter may be a party; and (iv) party and the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any the Collateral pursuant to any Senior Security Document has and shall have priority, to secures the extent of any unpaid Senior EPN Loan Obligations, over any security interest in such Collateral pursuant to any Subordinated the EPNHC Loan DocumentObligations, the Senior Secured Acquisition Term Loan Obligations and the Clawback Obligation on a pari passu basis. (b) So long as the Senior EPN Loan Obligations have not been paid in full and any the commitments under the EPN Credit Agreement have not been terminated, the EPNHC Loan Obligations have not been paid in full and the Senior Secured Acquisition Term Loan Document remains Obligations have not been paid in effectfull, whether or not any Insolvency Event bankruptcy proceeding or similar event or proceeding has occurred: been commenced by or against EPN, EPNHC, or any other EPN Group Loan Party, (i) Debtors shall not grant to Subordinated Creditor, the Xxxxx Xxxx Administrative Agent and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) Subordinated Lender the Xxxxx Xxxx Lenders will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or Collateral, (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or foreclosure, (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral proceeding or action brought by Senior Lender the Collateral Agent or any other exercise by Senior Lender the Collateral Agent of any rights and remedies relating to the Collateral under any Senior Loan Documents; and EPN Group Security Documents or (iiiD) Senior Lender object to the forbearance by the Collateral Agent from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, and (ii) the Collateral Agent shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender shall not be required to marshal any Collateral. (c) In exercising rights and remedies with respect to the CollateralCollateral on behalf of the Lenders, Senior Lender the Collateral Agent may enforce the provisions of the Senior Loan EPN Group Security Documents and exercise remedies thereunder and under any other Senior Loan Documentsthereunder, all in such order and in such manner as it the Collateral Agent may determine in the exercise of their its sole business judgmentjudgment in accordance with the provisions of this Section 4. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition disposition, to exercise rights and powers as a holder of the shares of stock, limited liability company or partnership interests, other equity interests and other property included in the Collateral under the EPN Group Security Documents or otherwise and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. (d) When all Senior Obligations have been paid in full and the Senior Loan Documents no longer are in effect, Subordinated Lender shall have the right to enforce the provisions of the Subordinated Loan Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by Senior Lender the Collateral Agent upon all or any part of the Collateral and any money, property or securities received by the Collateral Agent from any other Person in respect of the Collateral, shall be applied by Senior Lender the Collateral Agent in the following order: (i) First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ ' fees and disbursements) paid or incurred by Senior Lender the Collateral Agent in connection with the such realization on the Collateral or the protection of their the Lenders' rights and interests therein; (ii) Second, to the payment (or collateralization of payment, if such obligations are not yet matured or are evidenced by unexpired, undrawn letters of credit) in full of all the EPN Loan Obligations, the EPNHC Loan Obligations, the Senior Secured Acquisition Term Loan Obligations in such order as Senior Lender may elect in its sole discretion;and the Clawback Obligation on a pro rata basis based on the respective aggregate amounts thereof; and (iii) Third, to the payment in full of all Subordinated Obligations then due and which are secured by such Collateral; and (iv) Fourth, to pay to the Debtors, EPN Group Loan Parties or its representative their respective representatives or as a court of competent jurisdiction may direct, any surplus then remaining. (f) Senior Lender’s rights with respect to the Collateral include, without limitation, the right to release any or all of the Collateral from the Lien of any Senior Security Document or Subordinated Loan Document (if applicable) in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Document on such Collateral in connection with such sale is necessary or advisable, Subordinated Lender shall execute such release documents and instruments and shall take such further actions as Senior Lender shall request. Subordinated Lender hereby irrevocably constitutes and appoints Senior Lender and any officer or Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Subordinated Lender and in the name of Subordinated Lender or in Senior Lender’s own name, from time to time in Senior Lender’s discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph.

Rights in Collateral. (a) Subject to the other provisions set forth in Section 2.02(a), the parties hereto agree that, after the date hereof and until the First Priority Secured Obligations are Paid in Full, in no event shall any Second Priority Secured Holder have a Lien on or security interest in any Collateral that is not subject to the first priority lien of the First Priority Collateral Parties created under the First Priority Collateral Documents with respect to such Collateral (other than, subject to the provisions of Section 2.12, Collateral constituting NGL Assets). Notwithstanding (i) anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Loan Second Priority Collateral Document and irrespective of: (i) of the time, order or method of attachment or perfection of the security interests created by any Senior Security Document the First Priority Collateral Documents or any Subordinated Loan Document; the Second Priority Collateral Documents, (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) anything contained in any filing or agreement to which Senior Lender the First Priority Representatives, First Priority Collateral Parties, any First Priority Secured Holders, any Second Priority Secured Holder or Subordinated Lender now or hereafter any other party hereto may be a party; and party and (iviii) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document the First Priority Collateral Documents has and shall have priority, to the extent of any unpaid Senior Obligations, priority over any security interest in such Collateral pursuant to any Subordinated Loan Documentthe Second Priority Collateral Documents. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Document remains in effect, whether Whether or not any Insolvency Event bankruptcy proceeding or similar event or proceeding has occurred: been commenced by or against any Grantor until the First Priority Secured Obligations are Paid in Full, (i) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) Subordinated Lender the Second Priority Collateral Parties will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or that is subject to the security interests granted under the First Priority Collateral Documents, (B) institute any action or proceeding with respect to such rights or remediesremedies with respect to any Collateral (except as provided in Section 2.12), including without limitation, any action of foreclosure or foreclosure, (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral proceeding or action brought by Senior Lender the First Priority Collateral Parties or any other exercise by Senior Lender the First Priority Collateral Parties of any rights and remedies under any Senior Loan First Priority Collateral Documents relating to the Collateral that is subject to the security interests granted under the First Priority Collateral Documents; and , (iiiD) Senior Lender object to the forbearance by the First Priority Collateral Parties to the bringing or pursuing of any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral that is subject to the security interests granted under the First Priority Collateral Documents, (E) take or receive from the Grantors or any of their Subsidiaries, directly or indirectly, in cash or other property or by set off or in any other manner, the Collateral or any part thereof or proceeds therefrom in satisfaction of the Second Priority Secured Obligations, (F) contest or seek to invalidate any Liens or security interests securing the First Priority Secured Obligations, or the perfection thereof, or the validity or enforceability of this Agreement or (G) take or permit any action prejudicial to or inconsistent with the priority position of the Lien on the Collateral to secure the First Priority Secured Obligations over the Lien on the Collateral to secure the Second Priority Secured Obligations and (ii) the First Priority Collateral Parties shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral that is subject to the security interests granted under the First Priority Collateral Documents. Notwithstanding the foregoing, the Second Priority Collateral Parties may enforce rights, exercise remedies and Senior Lender shall take actions (A) without any condition or restriction whatsoever, at any time after the Payment in Full of the First Priority Secured Obligations, (B) as necessary to perfect a Lien upon any Collateral by any method of perfection except through possession or control or (C) as necessary to prove, preserve or protect (but not be required to marshal any Collateralenforce) the Liens securing the Second Priority Secured Obligations. (c) In exercising rights and remedies with respect to the Collateral, Senior Lender the First Priority Controlling Collateral Parties may enforce the provisions of the Senior Loan First Priority Collateral Documents and exercise remedies thereunder and under any other Senior Loan Documentsthereunder, all in such order and in such manner as it they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall includeexclusive discretion (as between the First Priority Controlling Collateral Parties, the First Priority Representatives and First Priority Secured Holders, on the one hand, and the Second Priority Secured Holders, on the other hand), including, without limitation, (i) the exercise of all rights to sell and remedies in respect of the Collateral and/or the First Priority Secured Obligations, (ii) the enforcement or otherwise dispose forbearance from enforcement of any Lien in respect of the Collateral, to incur expenses (iii) the release, with or without consideration, of the Collateral from the Liens of the First Priority Collateral Documents, (iv) the exercise of rights and powers of a holder of shares of stock included in connection with such sale the Collateral under the First Priority Collateral Documents, (v) the acceptance of the Collateral in full or disposition partial satisfaction of the First Priority Secured Obligations and to (vi) the exercise of all the rights and remedies of a secured lender under the Uniform Commercial Code or any similar Law of any applicable jurisdiction. (d) When all Senior Obligations have been paid in full and The parties further agree that: (i) upon any Disposition of Collateral that is permitted by the Senior Loan Documents no longer are in effect, Subordinated Lender shall have the right to enforce the provisions terms of the Subordinated Loan Documents 2003 Second Lien Note Indenture such Collateral shall be automatically and exercise remedies thereunder. Notwithstanding simultaneously released from the foregoing, no failure to exercise, nor Lien created by the Second Priority Collateral Documents; (ii) upon any delay in exercising, on release by the part First Priority Collateral Parties of Subordinated Lender, all or any right, power or privilege portion of the Collateral (other than Pledged Equity so long as any 2003 Second Lien Notes are outstanding) from the Liens under the Subordinated Loan Documents First Priority Collateral Documents, such Collateral shall operate also be automatically and simultaneously released from the Lien created by the Second Priority Collateral Documents; and (iii) so long as a waiver thereofthe 2003 Second Lien Notes are outstanding and such 2003 Second Lien Notes are rated "Baa3" or better by Moodys and "BBB-" by S&P (the "Required Ratings"), upon any release of all or any portion of the Collateral (including Pledged Equity) from the Liens under the First Priority Collateral Documents, such Collateral shall also be automatically and simultaneously released from the Lien created by the Second Priority Collateral Documents. The Second Priority Secured Parties agree at the expense of the applicable Grantor to execute and deliver to the First Priority Controlling Collateral Parties or the applicable Grantor(s) such termination statements, releases and other documents and to take such further action as such First Priority Controlling Collateral Parties or the applicable Grantor(s) may request to effectively confirm such release. (e) Any moneyWithout limiting the provisions of Section 2.02(d), property or securities realized upon if after the saleoccurrence and during the continuance of a First Priority Agreement Default, disposition or other realization by Senior Lender upon all or the First Priority Controlling Collateral Trustees release their Lien in any part of the Collateral shall be applied by Senior Lender in the following order: (i) First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by Senior Lender in connection with the such realization on the Collateral or the protection of their rights and interests therein; (ii) Second, to the payment in full of all Senior Obligations in such order as Senior Lender may elect in its sole discretion; (iii) Third, to the payment in full of all Subordinated Obligations then due and which are secured by such Collateral; and (iv) Fourth, to pay to the Debtors, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining. (f) Senior Lender’s rights with respect to the Collateral include, without limitation, the right to release any or all of the Collateral from the Lien of any Senior Security Document or Subordinated Loan Document (if applicable) in connection with (i) the sale sale, transfer or other disposition thereof or (ii) the collection, or otherwise for the application, of the proceeds thereof to the First Priority Secured Obligations, in each case with respect to clauses (i) and (ii) in accordance with the First Priority Collateral Documents, then, simultaneously with such Collateralrelease, notwithstanding that the net proceeds of Lien and security interest created pursuant to the First Priority Collateral Documents to which the First Priority Controlling Collateral Trustees are not a party and the Second Priority Collateral Documents in such Collateral shall be automatically released, and upon any such sale may not release the First Priority Collateral Parties and Second Priority Collateral Parties shall, with respect to such First Priority Collateral Documents and Second Priority Collateral Documents, as applicable, execute or cause to be used to permanently prepay any Senior Obligations or Subordinated Obligations. If Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Document on such Collateral in connection with such sale is necessary or advisable, Subordinated Lender shall execute executed such release documents and instruments and shall take such further actions as Senior Lender the First Priority Controlling Collateral Parties shall request; provided that no such documents or instruments shall contain any representations or warranties from, or allow any recourse to, any First Priority Collateral Parties or any Second Priority Collateral Parties. Subordinated Lender Any action taken in accordance with this Section 2.02(e) shall be effective notwithstanding the cessation of any First Priority Agreement Default (f) Each of the Second Priority Collateral Parties, for and on behalf of the Second Priority Secured Holders, hereby irrevocably constitutes and appoints Senior Lender the First Priority Collateral Parties and any officer or Senior Lender, agent of the First Priority Collateral Parties with full power of substitution, as its their true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Subordinated Lender each of the Second Priority Collateral Parties, for and on behalf of the Second Priority Secured Holders, and in the name of Subordinated Lender each of the Second Priority Collateral Parties, for and on behalf of the Second Priority Secured Holders, or in Senior Lender’s own name, the name of the First Priority Collateral Parties from time to time in Senior Lender’s discretion, the discretion of the First Priority Collateral Parties for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of Section 2.02(d) and (e), including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release; provided that no such documents or instruments shall contain any representations or warranties from, or allow any recourse to, any First Priority Collateral Parties or any Second Priority Collateral Parties. The Eligible Priority Debt Representatives, for themselves and on behalf of the Eligible Priority Debt Holders, hereby irrevocably constitute and appoint the First Priority Collateral Trustees, the First Priority Collateral Agent and any officer or agent of the First Priority Collateral Trustees and the First Priority Collateral Agent, as the case may be, with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Eligible Priority Debt Representatives, for themselves and on behalf of the Eligible Priority Debt Holders, and in the name of the Eligible Priority Debt Representatives, for themselves and on behalf of the Eligible Priority Debt Holders, or in the name of the First Priority Collateral Trustees or the First Priority Collateral Agent, as the case may be, from time to time in the discretion of the First Priority Collateral Trustees or the First Priority Collateral Agent, as the case may be, for the purpose of carrying out the terms of Section 2.02(d) and (e), to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release; provided, that, no such documents or instruments shall contain any representations or warranties from, or allow any recourse to, any First Priority Collateral Parties or any Second Priority Collateral Parties. Subordinated Lender Notwithstanding any such release by the Second Priority Collateral Parties as contemplated in Section 2.02(e), it is understood that the Lien of the Second Priority Collateral Parties in any proceeds realized from such sale, transfer or other disposition shall, subject to the terms of this Agreement and the other Second Priority Collateral Documents, continue (unless such proceeds are applied to the payment of First Priority Secured Obligations) and, following Payment in Full of the First Priority Secured Obligations, any proceeds remaining from any such sale, transfer, other disposition or collection shall, unless otherwise required by applicable Law, be made available (and the Grantors hereby ratifies agree to take any and all that said attorneys shall lawfully do or cause actions requested by the Second Priority Secured Controlling Collateral Parties necessary to be done make such proceeds available) to the Second Priority Controlling Collateral Parties for application against the Second Priority Secured Obligations pursuant to the power terms of attorney granted this Agreement. (g) In addition to the provisions set forth above in this paragraphSection 2.02, the parties hereto further agree that the Liens on any Collateral held by the Second Priority Collateral Trustee and the Second Priority Secured Holders shall be released in accordance with, and subject to the terms and conditions set forth in the 2003 Second Lien Note Indenture.

Rights in Collateral. (a) The parties hereto agree that, after the date hereof and for so long as any First Priority Secured Obligations are outstanding, in no event shall the Second Priority Representatives, the Second Priority Collateral Trustees or any Second Priority Secured Holder have a Lien on or security interest in any Collateral that is not subject to the first priority lien of the First Priority Collateral Trustees created under the First Priority Collateral Documents with respect to such Collateral. Notwithstanding (i) anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Loan Second Priority Collateral Document and irrespective of: (i) of the time, order or method of attachment or perfection of the security interests created by any Senior Security Document the First Priority Collateral Documents or any Subordinated Loan Document; the Second Priority Collateral Documents, (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) anything contained in any filing or agreement to which Senior Lender the First Priority Representatives, First Priority Collateral Trustees, any First Priority Secured Holders, any Second Priority Secured Holder or Subordinated Lender now or hereafter any other party hereto may be a party; and party and (iviii) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document the First Priority Collateral Documents has and shall have priority, to the extent of any unpaid Senior Obligations, priority over any security interest in such Collateral pursuant to any Subordinated Loan Documentthe Second Priority Collateral Documents. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Document remains in effectSubject to Section 9.01(b), whether or not any Insolvency Event bankruptcy proceeding or similar event or proceeding has occurred: been commenced by or against any Grantor, (i) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) Subordinated Lender the Second Priority Collateral Trustees will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or that is subject to the security interests granted under the First Priority Collateral Documents, (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or foreclosure, (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral proceeding or action brought by Senior Lender the First Priority Collateral Trustees or any other exercise by Senior Lender the First Priority Collateral Trustees of any rights and remedies under any Senior Loan First Priority Collateral Documents relating to the Collateral that is subject to the security interests granted under the First Priority Collateral Documents; and , (iiiD) Senior Lender object to the forbearance by the First Priority Collateral Trustees to the bringing or pursuing of any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral that is subject to the security interests granted under the First Priority Collateral Documents, (E) take or receive from the Grantors or any of their Subsidiaries, directly or indirectly, in cash or other property or by set off or in any other manner, the Collateral or any part thereof or proceeds therefrom in satisfaction of the Second Priority Secured Obligations or (F) take or permit any action prejudicial to or inconsistent with the priority position of the Lien on the Collateral to secure the First Priority Secured Obligations over the Lien on the Collateral to secure the Second Priority Secured Obligations and (ii) the First Priority Collateral Trustees shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender that is subject to the security interests granted under the First Priority Collateral Documents; provided that this Section 9.02(b) shall not be required impair the Second Priority Collateral Trustees in otherwise taking any action deemed proper by it to marshal any Collateralpreserve the rights of the Second Priority Representatives and the Second Priority Secured Holders under the Second Priority Collateral Documents (including by way of filing proof of claim or otherwise). (c) In exercising rights and remedies with respect to the Collateral, Senior Lender the Controlling Collateral Trustees may enforce the provisions of the Senior Loan First Priority Collateral Documents and exercise remedies thereunder and under any other Senior Loan Documentsthereunder, all in such order and in such manner as it may determine in the exercise of their its sole business judgment. Such exercise and enforcement shall includeexclusive discretion (as between the Controlling Collateral Trustees and the First Priority Representatives and First Priority Secured Holders, on the one hand, and the Second Priority Collateral Trustees and the Second Priority Secured Holders and Second Priority Secured Holders, on the other hand), including, without limitation, (i) the exercise of all rights and remedies in respect of the Collateral and/or the First Priority Secured Obligations, (ii) the enforcement or forbearance from enforcement of any Lien in respect of the Collateral (subject to sell Section 9.01(b)), (iii) the release, with or otherwise dispose without consideration, of Collateralthe Collateral from the Liens of the First Priority Collateral Documents, to incur expenses (iv) the exercise of rights and powers of a holder of shares of stock included in connection with such sale the Collateral under the First Priority Collateral Documents, (v) the acceptance of the Collateral in full or disposition partial satisfaction of the First Priority Secured Obligations and to (vi) the exercise of all the rights and remedies of a secured lender under the Uniform Commercial Code or any similar Law of any applicable jurisdiction. (d) When all Senior Obligations have been paid If, after the occurrence and during the continuance of an First Priority Agreement Default, the Controlling Collateral Trustees release their Lien in full and the Senior Loan Documents no longer are in effect, Subordinated Lender shall have the right to enforce the provisions of the Subordinated Loan Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by Senior Lender upon all or any part of the Collateral shall be applied by Senior Lender in the following order: (i) First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by Senior Lender in connection with the such realization on the Collateral or the protection of their rights and interests therein; (ii) Second, to the payment in full of all Senior Obligations in such order as Senior Lender may elect in its sole discretion; (iii) Third, to the payment in full of all Subordinated Obligations then due and which are secured by such Collateral; and (iv) Fourth, to pay to the Debtors, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining. (f) Senior Lender’s rights with respect to the Collateral include, without limitation, the right to release any or all of the Collateral from the Lien of any Senior Security Document or Subordinated Loan Document (if applicable) in connection with (i) the sale sale, transfer or other disposition thereof or (ii) the collection, or otherwise for the application, of the proceeds thereof to the First Priority Secured Obligations, in each case with respect to clauses (i) and (ii) in accordance with the First Priority Collateral Documents, then, simultaneously with such Collateralrelease, notwithstanding that the net proceeds of Lien and security interest created pursuant to the Second Priority Collateral Documents in such Collateral shall be automatically released, and upon any such sale may not release the Second Priority Collateral Trustees shall, with respect to the Second Priority Collateral Documents, execute or cause to be used to permanently prepay any Senior Obligations or Subordinated Obligations. If Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Document on such Collateral in connection with such sale is necessary or advisable, Subordinated Lender shall execute executed such release documents and instruments and shall take such further actions as Senior Lender the Controlling Collateral Trustees shall request. Subordinated Lender The Second Priority Collateral Trustees, for themselves and on behalf of the Second Priority Representatives and the Second Priority Secured Holder, hereby irrevocably constitutes constitute and appoints Senior Lender appoint the First Priority Collateral Trustees and any officer or Senior Lenderagent of the First Priority Collateral Trustees, with full power of substitution, as its their true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Subordinated Lender the Second Priority Collateral Trustees, for themselves and on behalf of the Second Priority Representatives and the Second Priority Secured Holders, and in the name of Subordinated Lender the Second Priority Collateral Trustees, for themselves and on behalf of the Second Priority Representatives and the Second Priority Secured Holders, or in Senior Lender’s the First Priority Collateral Trustees’ own name, from time to time in Senior Lender’s the First Priority Collateral Trustees’ discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Subordinated Lender Any action taken in accordance with the first sentence of this Section 9.02(d) shall be effective notwithstanding the cessation of any First Priority Agreement Default. Notwithstanding any such release by the Second Priority Collateral Trustees as contemplated in this Section 9.02(d), it is understood that the Lien of the Second Priority Collateral Trustees in any proceeds realized from such sale, transfer or other disposition shall, subject to the terms of this Agreement and the other Second Priority Collateral Documents, continue (unless such proceeds are applied to the payment of First Priority Secured Obligations) and, following Payment in Full of the First Priority Secured Obligations, any proceeds remaining from any such sale, transfer, other disposition or collection shall, unless otherwise required by applicable Law, be made available (and the Grantors hereby ratifies agree to take any and all that said attorneys shall lawfully do or cause actions requested by the Required Second Priority Representative(s) necessary to be done make such proceeds available) to the Second Priority Collateral Trustees for application against the Second Priority Secured Obligations pursuant to the power terms of attorney granted in this paragraphAgreement.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Security Document or other Subordinated Loan Document and irrespective of: (i1) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Security Document;, (ii2) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral;, (iii3) anything contained in any filing or agreement to which the Senior Lender or any Subordinated Lender now or hereafter may be a party; and (iv4) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Security Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Security Document remains in effect, whether or not any Insolvency Event has occurred:, (i1) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) no Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by the Senior Lender or any other exercise by the Senior Lender of any rights and remedies under any Senior Loan Documents; and provided, however, that Corsair may take the actions referred to in (A) and (B) above if (i) a Designated Subordinated Lender Default with respect to Amended and Restated Term Note A has occurred and is continuing, (ii) Corsair has notified Senior Lender in writing of the occurrence of such Designated Subordinated Lender Default, (iii) no Insolvency Event has occurred, (iv) all applicable Blockage Periods have ended, (v) the Senior Lender has not commenced exercising any rights or remedies with respect to the Collateral and (vi) Corsair shall have first given no less than three (3) Business Days' prior written notice to the Senior Lender of its intention to take such action. (2) except as set forth in clause (b)(1) above, the Senior Lender shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender shall not be required to marshal any Collateral. (c) In exercising rights and remedies with respect to the Collateral, the Senior Lender may enforce the provisions of the Senior Loan Security Documents and exercise remedies thereunder and under any other Senior Loan Documents, all in such order and in such manner as it may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. (d) When all Senior Obligations have been paid in full and the Senior Loan Security Documents no longer are in effect, the Subordinated Lender Lenders shall have the right to enforce the provisions of the Subordinated Loan Security Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by the Senior Lender upon all or any part of the Collateral Collateral, shall be applied by the Senior Lender in the following order: (i1) First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ ' fees and disbursements) paid or incurred by the Senior Lender in connection with the such realization on the Collateral or the protection of their rights and interests therein; (ii2) Second, to the payment in full of all Senior Obligations in such order as the Senior Lender may elect in its sole discretion; (iii3) Third, to the payment in full of all Subordinated Obligations then due and which are secured by such Collateral, which shall be paid to Corsair; and (iv4) Fourth, to pay to the DebtorsBorrowers, or its their representative or as a court of competent jurisdiction may direct, any surplus then remaining. (f) The Senior Lender’s 's rights with respect to the Collateral include, without limitation, include the right to release any or all of the Collateral from the Lien of any Senior Security Document or Subordinated Loan Security Document (if applicable) in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If the Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Security Document on such Collateral in connection with such sale is necessary or advisable, the Subordinated Lender Lenders shall execute such release documents and instruments and shall take such further actions as the Senior Lender shall request. Each Subordinated Lender hereby irrevocably constitutes and appoints the Senior Lender and any officer or Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Subordinated Lender and in the name of such Subordinated Lender or in the Senior Lender’s 's own name, from time to time in the Senior Lender’s 's discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Each Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Finance Document or any Subordinated Loan Transaction Document and irrespective of: (i) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Document; (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) anything contained in any filing or agreement to which the Senior Lender Lenders or the Subordinated Lender Noteholders now or hereafter may be a party; and (iv) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, ; any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Transaction Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Security Document remains in effect, whether or not any Insolvency Event has occurred:, (i) Debtors shall the Subordinated Noteholders will not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created.Collateral Enforcement Action; and (ii) Subordinated Lender will not (A) exercise or seek the Senior Lenders and, subject to exercise any rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitationthe Finance Documents, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by Senior Lender or any other exercise by Senior Lender of any rights and remedies under any Senior Loan Documents; and (iii) Senior Lender Lenders shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and the Senior Lender Lenders shall not be required to marshal any Collateral. (c) In exercising rights and remedies with respect to the Collateral, the Senior Lender Lenders and, subject to the Finance Documents, the Senior Lenders may enforce the provisions of the Senior Loan Security Documents and exercise remedies thereunder and under any other Senior Loan Finance Documents, all in such order and in such manner as it or they may determine in the exercise of its or their sole business judgment. Such exercise and enforcement shall include, without limitation, include the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. In conducting any public or private sale under the Uniform Commercial Code, the Senior Lenders shall give the Subordinated Noteholders such notice of such sale as may be required by the applicable Uniform Commercial Code; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. (d) When all Senior Obligations have been paid in full and the Senior Loan Security Documents no longer are in effect, subject to the requirements of the Finance Documents, the Subordinated Lender Noteholders shall have the right to enforce the provisions of the Subordinated Loan Documents Promissory Notes and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by the Senior Lender Lenders upon all or any part of the Collateral Collateral, or otherwise received by Senior Lenders under any provision of this Agreement shall be applied by the Senior Lender Lenders in the following order: (i) Firstfirst, to the payment in full of any and all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by the Senior Lender Lenders on and after the date of this Agreement in connection with the such realization on performance of its duties under this Agreement for which reimbursement has not been made by the Collateral or the protection of their rights and interests thereinCompany; (ii) Secondsecond, to the payment Senior Lenders in full an amount equal to each such Lender’s pro-rata share of all accrued but unpaid interest on the Senior Obligations in such order as Senior Lender may elect in its sole discretionObligations; (iii) Thirdthird, to the payment Senior Lenders in full an amount equal to each such Lender’s pro-rata share of the unpaid principal balance of the Senior Obligations and any other unpaid Senior Obligations; (iv) fourth, to each Senior Lender in an amount equal to all Subordinated Obligations other amounts then due and which are secured by owing to each such CollateralSenior Lender under any Finance Document; and (ivv) Fourthfifth, any sums remaining after such applications and disbursements shall be paid to pay to the Debtors, or its representative such Persons entitled thereto or as a court of competent jurisdiction may shall direct, any surplus then remaining. (f) The Senior LenderLenders’s rights with respect to the Collateral include, without limitation, include the right to release any or all of the Collateral from the Lien of liens under any Senior Security Document or Subordinated Loan Document (if applicable) in connection with the any sale of such Collateral, all or any portion of the Collateral notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any The Subordinated Loan Document on Noteholders is hereby deemed to have consented to such Collateral in connection with such sale is necessary or advisable, sale(s). The Subordinated Lender shall execute such release documents and instruments and shall take such further actions as Senior Lender shall request. Subordinated Lender Noteholders hereby irrevocably constitutes and appoints the Senior Lender Lenders and any officer or of the Senior LenderLenders, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Subordinated Lender Noteholders and in the name of the Subordinated Lender Noteholders or in the Senior LenderLenders’s own name, from time to time in the Senior LenderLenders’s discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. The Subordinated Lender Noteholders hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph. No person to whom this power of attorney is presented, as authority for Senior Lenders to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from the Subordinated Noteholders as to the authority of Senior Lenders to take any action described herein, or as to the existence of or fulfillment of any condition to this power of attorney, which is intended to grant to Senior Lenders unconditionally the authority to take and perform the actions contemplated herein. The Subordinated Noteholders irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this power of attorney.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Security Document or other Subordinated Loan Document and irrespective of: (i1) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Security Document; (ii2) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii3) anything contained in any filing or agreement to which the Senior Lender or any Subordinated Lender now or hereafter may be a party; and (iv4) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Security Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Security Document remains in effect, whether or not any Insolvency Event has occurred:, and whether or not demand for payment of any Subordinated Obligations has been made, (i1) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) no Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by the Senior Lender or any other exercise by the Senior Lender of any rights and remedies under any Senior Loan Documents; and (iii2) the Senior Lender shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender shall not be required to marshal any Collateral. (c) In exercising rights and remedies with respect to the Collateral, the Senior Lender may enforce the provisions of the Senior Loan Security Documents and exercise remedies thereunder and under any other Senior Loan Documents, all in such order and in such manner as it may determine in the exercise of their its sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. (d) When all Senior Obligations have been paid in full and the Senior Loan Security Documents no longer are in effect, the Subordinated Lender Lenders shall have the right to enforce the provisions of the Subordinated Loan Security Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by the Senior Lender upon all or any part of the Collateral Collateral, shall be applied by the Senior Lender in the following order: (i1) First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by the Senior Lender in connection with the such realization on the Collateral or the protection of their rights and interests therein; (ii2) Second, to the payment in full of all Senior Obligations in such order as the Senior Lender may elect in its sole discretion; (iii3) Third, to the payment in full of all Subordinated Obligations then due and which are secured by such Collateral, which shall be paid to the Subordinated Lenders; and (iv) Fourth, to pay to the Debtors, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining. (f) Senior Lender’s rights with respect to the Collateral include, without limitation, the right to release any or all of the Collateral from the Lien of any Senior Security Document or Subordinated Loan Document (if applicable) in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Document on such Collateral in connection with such sale is necessary or advisable, Subordinated Lender shall execute such release documents and instruments and shall take such further actions as Senior Lender shall request. Subordinated Lender hereby irrevocably constitutes and appoints Senior Lender and any officer or Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Subordinated Lender and in the name of Subordinated Lender or in Senior Lender’s own name, from time to time in Senior Lender’s discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Credit Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Security Document or other Subordinated Loan Document and irrespective of: (i1) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Security Document; (ii2) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii3) anything contained in any filing or agreement to which the Senior Lender Agent or any Subordinated Lender now or hereafter may be a party; and (iv4) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Security Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Security Document remains in effect, whether or not any Insolvency Event has occurred:, (i1) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) no Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to take any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by Senior Lender or any other exercise by Senior Lender of any rights and remedies under any Senior Loan DocumentsEnforcement Action; and (iii2) the Senior Agent and any Senior Lender shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender Agent shall not be required to marshal any Collateral. (c) In exercising rights and remedies with respect to the Collateral, the Senior Lender Agent and Senior Lenders may enforce the provisions of the Senior Loan Security Documents and exercise remedies thereunder and under any other Senior Loan Documents, all in such order and in such manner as it or they may determine in the exercise of its or their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. In conducting any public or private sale under the Uniform Commercial Code, the Senior Agent shall give the Subordinated Lenders such notice of such sale as may be required by the applicable Uniform Commercial Code; provided, however, that 10 days' notice shall be deemed to be commercially reasonable notice. (d) When all Senior Obligations have been paid in full and the Senior Loan Documents no longer are in effect, Subordinated Lender shall have the right to enforce the provisions of the Subordinated Loan Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by the Senior Lender Agent upon all or any part of the Collateral Collateral, shall be applied by the Senior Lender Agent in the following order: (i1) First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ ' fees and disbursements) paid or incurred by the Senior Lender Agent or the Senior Lenders in connection with the such realization on the Collateral or the protection of their rights and interests therein; (ii2) Second, to the payment in full of all Senior Obligations in such order as the Senior Lender Agent may elect in its sole discretion; (iii3) Third, to the payment in full of all Subordinated Obligations then due and which are secured by such Collateral, which shall be paid to Subordinated Lender, for itself and as agent for any other Subordinated Lenders; and (iv4) Fourth, to pay to the DebtorsBorrower, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining. (fe) The Senior Lender’s Agent's rights with respect to the Collateral include, without limitation, include the right to release any or all of the Collateral from the Lien of under any Senior Security Document or Subordinated Loan Security Document (if applicable) in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If Senior Lender shall determine, in connection with any sale of Collateral, that the release all or any portion of the Lien (if applicableCollateral. The Subordinated Lenders are hereby deemed to have consented to such sale(s) of any under the Subordinated Loan Document on such Collateral in connection Documents. Concurrently with such sale is necessary or advisablethe execution of this Agreement, Subordinated Lender shall execute such release documents and instruments and shall take such further actions as Senior Lender shall request. Subordinated Lender hereby irrevocably constitutes and appoints Senior Lender and any officer or Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Subordinated Lender and in the name of Subordinated Lender or in Senior Lender’s own name, from time to time in Senior Lender’s discretionthereafter, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Subordinated Lender hereby ratifies all that said attorneys Lenders shall lawfully do or cause to be done pursuant deliver to the power Senior Agent such duly executed and undated Uniform Commercial Code and, as applicable, intellectual property terminations, satisfactions and discharges of attorney granted in this paragraph.mortgages (the term

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Finance Document or any Subordinated Loan Transaction Document and irrespective of: (i) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Security Document; (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) anything contained in any filing or agreement to which Senior Lender the Collateral Agent or any Subordinated Lender Noteholder now or hereafter may be a party; and (iv) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, ; any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Transaction Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Security Document remains in effect, whether or not any Insolvency Event has occurred:, (i) Debtors shall not grant to no Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or Noteholder will take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created.Collateral Enforcement Action; and (ii) Subordinated Lender will not the Collateral Agent (Aor behalf of the Senior Lenders) exercise or seek and, subject to exercise any rights or exercise any remedies with respect to any the Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitationAgency Agreement, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by Senior Lender or any other exercise by Senior Lender of any rights and remedies under any Senior Loan Documents; and (iii) Senior Lender Noteholder shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender Collateral Agent shall not be required to marshal any Collateral. (c) In exercising rights and remedies with respect to the Collateral, the Collateral Agent (on behalf of the Senior Lender Lenders) and, subject to the Collateral Agency Agreement, the Senior Lenders may enforce the provisions of the Senior Loan Security Documents and exercise remedies thereunder and under any other Senior Loan Finance Documents, all in such order and in such manner as it or they may determine in the exercise of its or their sole business judgment. Such exercise and enforcement shall include, without limitation, include the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. In conducting any public or private sale under the Uniform Commercial Code, the Collateral Agent shall give the Subordinated Noteholders such notice of such sale as may be required by the applicable Uniform Commercial Code; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. (d) When all Senior Obligations have been paid in full and the Senior Loan Security Documents no longer are in effect, subject to the requirements of the Collateral Agency Agreement, the Subordinated Lender Noteholders shall have the right to enforce the provisions of the Subordinated Loan Security Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property or securities realized upon the sale, disposition or other realization by Senior Lender the Collateral Agent upon all or any part of the Collateral, or otherwise received by Collateral Agent under any provision of this Agreement shall be applied by Senior Lender the Collateral Agent in the following order: (i) Firstfirst, to the payment in full of any and all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by Senior Lender the Collateral Agent on and after the date of this Agreement in connection with the such realization on performance of its duties under this Agreement for which reimbursement has not been made by the Collateral or the protection of their rights and interests thereinCompany; (ii) Secondsecond, to the payment Senior Lenders in full an amount equal to each such Lender’s pro-rata share of all accrued but unpaid interest on the Senior Obligations in such order as Senior Lender may elect in its sole discretionObligations; (iii) Thirdthird, to the payment Senior Lenders in full an amount equal to each such Lender’s pro-rata share of the unpaid principal balance of the Senior Obligations and any other unpaid Senior Obligations; (iv) fourth, to each Senior Lender in an amount equal to all other amounts then owing to each such Senior Lender under any Finance Document; (v) fifth, to the Subordinated Noteholders in an amount equal to each such Lender’s pro-rata share of accrued but unpaid interest on the Subordinated Obligations; (vi) sixth, to the Subordinated Noteholders in an amount equal to each such Lender’s pro-rata share of the unpaid principal balance of the Subordinated Obligations then due and which are secured by such Collateralany other unpaid Subordinated Obligations; and (ivvii) Fourthseventh, any sums remaining after such applications and disbursements shall be paid to pay to the Debtors, or its representative such Persons entitled thereto or as a court of competent jurisdiction may shall direct, any surplus then remaining. (f) Senior LenderThe Collateral Agent’s rights with respect to the Collateral include, without limitation, include the right to release any or all of the Collateral from the Lien of liens under any Senior Security Document or Subordinated Loan Security Document (if applicable) in connection with the any sale of such Collateral, all or any portion of the Collateral notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. The Subordinated Noteholders are hereby deemed to have consented to such sale(s) under the Subordinated Documents. At the request of Collateral Agent, the Subordinated Noteholders shall (or shall cause the Subordinated Noteholders’ agent to) deliver to the Collateral Agent such duly executed (if execution is required or desirable) and undated UCC financing statements, amendments or terminations and, as applicable, intellectual property terminations, satisfactions and discharges of mortgages (the term “mortgage” being deemed to include mortgage deeds, deeds of trust and other similar instruments creating a lien on real property), termination statements and partial release statements (in blank as to the assets being released), as the Collateral Agent may request with respect to the Subordinated Noteholders’ liens on the Credit Parties’ assets. If Senior Lender the Collateral Agent shall determine, in connection with any sale of Collateral, that the termination, satisfaction, discharge or partial release of the Lien (if applicable) on all or any portion of the Collateral under any Subordinated Loan Security Document on such Collateral in connection with such sale is necessary or advisable, the Collateral Agent may deliver to the applicable purchaser at such sale (or, upon the request of such purchaser, file) such previously delivered termination, satisfaction, discharge or partial release documents, which partial release documents the Collateral Agent is hereby authorized to complete (whether one or more and from time to time)) by inserting the description of the assets to be released. The Subordinated Lender Noteholders shall execute such release other release, satisfaction, discharge and termination documents and instruments and shall take such further actions as Senior Lender the Collateral Agent shall request. Each Subordinated Lender Noteholder hereby irrevocably constitutes and appoints Senior Lender the Collateral Agent and any officer or Senior Lenderof the Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Subordinated Lender Noteholder and in the name of such Subordinated Lender Noteholder or in Senior Lenderthe Collateral Agent’s own name, from time to time in Senior Lenderthe Collateral Agent’s discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, including any terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer transfer, termination or release, and, in addition, to take any and all other appropriate and commercially reasonably action for the purpose of carrying out the terms of this paragraph. Each Subordinated Lender Noteholder hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph. No person to whom this power of attorney is presented, as authority for Collateral Agent to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Subordinated Noteholder as to the authority of Collateral Agent to take any action described herein, or as to the existence of or fulfillment of any condition to this power of attorney, which is intended to grant to Collateral Agent unconditionally the authority to take and perform the actions contemplated herein. Each Subordinated Noteholder irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this power of attorney.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in the Senior Loan Restated Credit Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Security Document or other Subordinated Loan Document and irrespective of: (i) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Loan Security Document;, (ii) the time or order of filing or recording of financing statements statements, mortgages or other documents filed or recorded to perfect security interests in any Collateral;, (iii) anything contained in any filing or agreement to which the Administrative Agent, any Senior Lender or Subordinated any Tranche C Lender now or hereafter may be a party; , and (iv) the rules for determining perfection or priority under the Uniform Commercial Code Code, applicable real estate law or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan Security Document. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Security Document remains in effect, whether or not any Insolvency Event has occurred: (i) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) Subordinated no Tranche C Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral proceeding or action brought by the Administrative Agent or any Senior Lender or any other exercise by the Administrative Agent or any Senior Lender of any rights and remedies under any Senior Loan Documents; and (iiiii) Senior Lender the Administrative Agent shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral and Senior Lender shall not be required to marshal any Collateral. (c) In exercising rights and remedies with respect to the Collateral, Senior Lender may the Administrative Agent shall enforce the provisions of the Senior Loan Security Documents and the Subordinated Security Documents concurrently and exercise remedies thereunder and under any other Senior Loan Documents, all in such order Documents and in such manner as it may determine in the exercise of their sole business judgmentTranche C Term Loan Documents concurrently. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code or real estate law of any applicable jurisdiction. ; provided, however, that the Administrative Agent shall apply any funds obtained as a result of the exercise of such rights as provided in subsection (d) below. When all Senior Obligations have been paid in full and full, the Senior Tranche C Lenders, to the extent that the Tranche C Term Loan Documents no longer are has not been paid in effectfull, Subordinated Lender shall have the right to enforce the provisions of the Subordinated Loan Security Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated Lender, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (ed) Any money, property or securities realized upon the sale, disposition or other realization by Senior Lender the Administrative Agent upon all or any part of the Collateral shall be applied by Senior Lender the Administrative Agent in the following order: (i) First, to the payment in full of all costs and expenses (including, without limitation, reasonable attorneys’ ' fees and disbursements) paid or incurred by the Administrative Agent or the Senior Lender Lenders in connection with the such realization on the Collateral or the protection of their rights and interests therein; (ii) Second, to the payment of accrued and unpaid interest, first in respect of the Tranche B Loan and then in respect of the Tranche A Loan; (iii) Third to the payment in full of all Senior Obligations other than accrued and unpaid interest, first in such order as Senior Lender may elect respect of the Tranche B Loan and then in its sole discretionrespect of the Tranche A Loan; (iiiiv) ThirdFourth, to the payment in full of all Subordinated Tranche C Obligations then due and which are secured by such Collateral; and (ivv) FourthFifth, to pay to CPI or Kolar, Inc; as the Debtorscase may be, or its representative or as their respective representatives xx xs a court of competent jurisdiction may direct, any surplus then remaining. (fe) The Administrative Agent's and the Senior Lender’s Lenders' rights with respect to the Collateral include, without limitation, include the right to release any or all of the Collateral from the Lien lien of any Senior Security Document or Subordinated Loan Security Document (if applicable) in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Tranche C Obligations. If Senior Lender the Administrative Agent shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) lien of any Subordinated Loan Security Document on such Collateral in connection with such sale is necessary or advisable, Subordinated Lender the Tranche C Lenders shall execute such release documents and instruments and shall take such further actions as Senior Lender the Administrative Agent shall request. Subordinated Each Tranche C Lender hereby irrevocably constitutes and appoints Senior Lender the Administrative Agent and any officer or Senior Lenderagent of the Administrative Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Subordinated such Tranche C Lender and in the name of Subordinated such Tranche C Lender or in Senior Lender’s the Administrative Agent's own name, from time to time in Senior Lender’s the Administrative Agent's discretion, for the purpose of carrying out the terms of this paragraphSection, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraphSection, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Subordinated Each Tranche C Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraphSection. The Tranche C Lenders agree that any restrictions in the Subordinated Loan Documents that would limit the ability of the Administrative Agent or the Senior Lenders to consummate any transaction referred to in this paragraph shall have no force or effect, provided that any sale of all or substantially all of the assets of the Borrower at any time when no Event of Default (other than any Event of Default resulting solely from such sale) shall have occurred and be continuing (it being understood that for the purposes of this proviso an outstanding Event of Default shall not be deemed to have ceased to continue if it has been waived in contemplation of any such sale) shall require the prior written consent of the Tranche C Lenders.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in any filing or agreement to which the Second Priority Agent, the holders of the Second Priority Notes, the First Priority Agent, the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document Lenders or any Subordinated Loan Document the Company may be a party and irrespective of: (i) of the time, order or method of attachment or perfection of the security interests created by any the Senior Security Document Documents or any Subordinated Loan Document; (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) anything contained in any filing or agreement to which Senior Lender or Subordinated Lender now or hereafter may be a party; and (iv) Second Priority Security Documents, the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, all Liens on the Collateral securing the Second Priority Obligations pursuant to the Second Priority Security Documents shall be and hereby are subordinated for all purposes and in all respects to Liens on the Collateral securing the Senior Obligations pursuant to the Senior Security Documents, and any security interest in any Collateral in favor of or for the benefit of the First Priority Agent and Senior Lenders pursuant to any the Senior Security Document Documents has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral in favor of or for the benefit of the Second Priority Agent or the holders of the Second Priority Notes pursuant to any Subordinated Loan Documentthe Second Priority Security Documents. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Document remains in effect, whether or the First Priority Indenture has not any Insolvency Event has occurred: been discharged (i) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, neither the Second Priority Agent nor any holder of the Second Priority Notes will institute any action or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) Subordinated Lender will not (A) exercise or seek proceeding to exercise any of its rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remediesCollateral, including including, without limitation, any action of foreclosure or upon any Collateral and (Cii) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by Senior Lender or any other exercise by Senior Lender of any rights and remedies under any Senior Loan Documents; and (iii) Senior Lender the First Priority Agent shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral under the Senior Security Documents, and neither the Second Priority Agent nor any holder of the Second Priority Notes shall have any right to consent to, require notice of (except as provided herein or in the applicable Uniform Commercial Code) or be consulted with respect to, the enforcement of such rights or the exercise of such remedies by the First Priority Agent and the Senior Lender shall Lenders with respect thereto; provided, however, that, (A) in any Proceeding commenced by or against the Company, the Second Priority Agent may file a claim or statement of interest with respect to the Second Priority Obligations, and (B) the Second Priority Agent may take any action in order to preserve or protect its rights in the Collateral not be required to marshal any Collateralin contravention of this Agreement. (c) In exercising rights The Second Priority Agent, on behalf of itself and remedies with respect each holder of Second Priority Notes, agrees not to the Collateralseek to challenge, Senior Lender may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder and under to avoid, to subordinate or to contest or directly or indirectly to support any other Senior Loan DocumentsPerson in challenging, all avoiding or contesting in such order and in such manner as it may determine in the exercise of their sole business judgment. Such exercise and enforcement shall includeany judicial or other proceeding, including, without limitation, any Proceeding, the rights priority, validity, extent, perfection or enforceability of any Lien held by the First Priority Agent or any Senior Lender in all or any part of the Collateral. The First Priority Agent agrees not to sell or otherwise dispose of Collateralseek to challenge, to incur expenses avoid, to subordinate, except pursuant to the terms of this Agreement and the First Priority Indenture, or to contest or directly or indirectly to support any other Person in connection with such sale challenging, avoiding or disposition and to exercise all contesting in any judicial or other proceeding, including, without limitation, any Proceeding, the rights and remedies of a secured lender under the Uniform Commercial Code priority, validity, extent, perfection or enforceability of any applicable jurisdictionLien held by the Second Priority Agent or any holder of Second Priority Notes in all or any part of the Collateral. (d) When all So long as the Senior Obligations have not been paid in full and the Senior Loan Documents no longer are in effect, Subordinated Lender shall have the right to enforce the provisions of the Subordinated Loan Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated LenderFirst Priority Indenture has not been discharged, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property property, securities or securities realized upon other distributions of any nature whatsoever received from the sale, disposition or other realization upon a foreclosure in accordance with the Uniform Commercial Code or other exercise of remedies with respect to the Collateral by any Senior Lender upon Lender, the First Priority Agent, the Second Priority Agent or any holder of the Second Priority Notes, or all or any part of the Collateral Collateral, regardless of whether such money, property, securities or other distributions are received during the pendency of any Proceeding or otherwise, shall be delivered to the First Priority Agent in the form received, duly indorsed to such party, if required, and applied by Senior Lender the First Priority Agent in the following order: (i) First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by Senior Lender in connection with the such realization on the Collateral or the protection of their rights and interests therein; (ii) Second, to the payment in full of all Senior Obligations in such order as Senior Lender may elect in its sole discretion; (iii) Third, to the payment in full of all Subordinated Obligations then due and which are secured by such Collateral; and (iv) Fourth, to pay to the Debtors, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining. (f) Senior Lender’s rights with respect to the Collateral include, without limitation, the right to release any or all of the Collateral from the Lien of any Senior Security Document or Subordinated Loan Document (if applicable) in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Document on such Collateral in connection with such sale is necessary or advisable, Subordinated Lender shall execute such release documents and instruments and shall take such further actions as Senior Lender shall request. Subordinated Lender hereby irrevocably constitutes and appoints Senior Lender and any officer or Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Subordinated Lender and in the name of Subordinated Lender or in Senior Lender’s own name, from time to time in Senior Lender’s discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraph.

Rights in Collateral. (a) Notwithstanding anything to the contrary contained in any filing or agreement to which the Second Priority Agent, the holders of the Second Priority Notes, the First Priority Agent, the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document Lenders or any Subordinated Loan Document the Company may be a party and irrespective of: (i) of the time, order or method of attachment or perfection of the security interests created by any the Senior Security Document Documents or any Subordinated Loan Document; (ii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) anything contained in any filing or agreement to which Senior Lender or Subordinated Lender now or hereafter may be a party; and (iv) Second Priority Security Documents, the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, all Liens on the Collateral securing the Second Priority Obligations pursuant to the Second Priority Security Documents shall be and hereby are subordinated for all purposes and in all respects to Liens on the Collateral securing the Senior Obligations pursuant to the Senior Security Documents, and any security interest in any Collateral in favor of or for the benefit of the First Priority Agent and Senior Lenders pursuant to any the Senior Security Document Documents has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral in favor of or for the benefit of the Second Priority Agent or the holders of the Second Priority Notes pursuant to any Subordinated Loan Documentthe Second Priority Security Documents. (b) So long as the Senior Obligations have not been paid in full and any Senior Loan Document remains in effect, whether or the First Priority Indenture has not any Insolvency Event has occurred: been discharged (i) Debtors shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, neither the Second Priority Agent nor any holder of the Second Priority Notes will institute any action or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) Subordinated Lender will not (A) exercise or seek proceeding to exercise any of its rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remediesCollateral, including including, without limitation, any action of foreclosure or upon any Collateral and (Cii) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by Senior Lender or any other exercise by Senior Lender of any rights and remedies under any Senior Loan Documents; and (iii) Senior Lender the First Priority Agent shall have the exclusive right to enforce rights and exercise remedies with respect to the Collateral under the Senior Security Documents, and neither the Second Priority Agent nor any holder of the Second Priority Notes shall have any right to consent to, require notice of (except as provided herein or in the applicable Uniform Commercial Code) or be consulted with respect to, the enforcement of such rights or the exercise of such remedies by the First Priority Agent and the Senior Lender shall Lenders with respect thereto; provided, however, that, (A) in any Proceeding commenced by or against the Company, the Second Priority Agent may file a claim or statement of interest with respect to the Second Priority Obligations, and (B) the Second Priority Agent may take any action in order to preserve or protect its rights in the Collateral not be required to marshal any Collateralin contravention of this Agreement. (c) In exercising rights The Second Priority Agent, on behalf of itself and remedies with respect each holder of Second Priority Notes, agrees not to the Collateralseek to challenge, Senior Lender may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder and under to avoid, to subordinate or to contest or directly or indirectly to support any other Senior Loan DocumentsPerson in challenging, all avoiding or contesting in such order and in such manner as it may determine in the exercise of their sole business judgment. Such exercise and enforcement shall includeany judicial or other proceeding, including, without limitation, any Proceeding, the rights priority, validity, extent, perfection or enforceability of any Lien held by the First Priority Agent or any Senior Lender in all or any part of the Collateral. The First Priority Agent agrees not to sell or otherwise dispose of Collateralseek to challenge, to incur expenses avoid, to subordinate, except pursuant to the terms of this Agreement and the First Priority Indenture, or to contest or directly or indirectly to support any other Person in connection with such sale challenging, avoiding or disposition and to exercise all contesting in any judicial or other proceeding, including, without limitation, any Proceeding, the rights and remedies of a secured lender under the Uniform Commercial Code priority, validity, extent, perfection or enforceability of any applicable jurisdictionLien held by the Second Priority Agent or any holder of Second Priority Notes in all or any part of the Collateral. (d) When all So long as the Senior Obligations have not been paid in full and the Senior Loan Documents no longer are in effect, Subordinated Lender shall have the right to enforce the provisions of the Subordinated Loan Documents and exercise remedies thereunder. Notwithstanding the foregoing, no failure to exercise, nor any delay in exercising, on the part of Subordinated LenderFirst Priority Indenture has not been discharged, any right, power or privilege under the Subordinated Loan Documents shall operate as a waiver thereof. (e) Any money, property property, securities or securities realized upon other distributions of any nature whatsoever received from the sale, disposition or other realization upon a foreclosure in accordance with the Uniform Commercial Code or other exercise of remedies with respect to the Collateral by any Senior Lender upon Lender, the First Priority Agent, the Second Priority Agent or any holder of the Second Priority Notes, or all or any part of the Collateral Collateral, regardless of whether such money, property, securities or other distributions are received during the pendency of any Proceeding or otherwise, shall be delivered to the First Priority Agent in the form received, duly indorsed to such party, if required, and applied by Senior Lender the First Priority Agent in the following order: (i) : First, to the payment in full of all costs and expenses (including, without limitation, attorneys’ fees and disbursements) paid or incurred by Senior Lender the First Priority Agent in connection with the such realization on the Collateral or the protection of any of their rights and interests therein; (ii) ; Second, to the payment in full of all Senior First Priority Obligations in such order as Senior Lender may elect in its sole discretion; (iii) accordance with the Indenture Documents; Third, to the payment in Second Priority Agent for application to the Second Priority Obligations pursuant to Section 6.10 of the Second Priority Indenture to the full of all Subordinated Obligations then due extent thereof at such time; and which are secured by such Collateral; and (iv) Fourth, to pay to the Debtors, Company or its representative the appropriate designee thereof or as a court of competent jurisdiction may direct, any surplus then remaining. (e) In the event that: (i) all of the Senior Obligations have been paid in full; (ii) any Collateral remains that remains pledged pursuant to the Second Priority Security Documents, and (iii) at such time there are Second Priority Obligations outstanding, then the Second Priority Agent shall have the right to exercise remedies against the Collateral and to enforce the provisions of the Second Priority Security Documents in respect of the Collateral without any consent of, notice to or consultation with the First Priority Agent. (f) Any Collateral or proceeds thereof received by the Second Priority Agent or any holder of Second Priority Notes in connection with the exercise of any right or remedy relating to the Collateral pursuant to the Second Priority Security Documents in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the First Priority Agent for the benefit of the Senior Lender’s Lenders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. (g) Notwithstanding anything to the contrary in this Agreement, the Second Priority Agent and the holders of Second Priority Notes may accelerate the Second Priority Obligations and exercise rights and remedies as a creditor against the Company and its Subsidiaries (other than with respect to the Collateral include, without limitation, the right to release any or all of the Collateral from the Lien of any Senior Security Document or Subordinated Loan Document (if applicableas provided herein) in connection accordance with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If Senior Lender shall determine, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Document on such Collateral in connection with such sale is necessary or advisable, Subordinated Lender shall execute such release documents and instruments and shall take such further actions as Senior Lender shall request. Subordinated Lender hereby irrevocably constitutes and appoints Senior Lender and any officer or Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Subordinated Lender and in the name of Subordinated Lender or in Senior Lender’s own name, from time to time in Senior Lender’s discretion, for the purpose of carrying out the terms of this paragraphthe Second Priority Note Documents and applicable law. (h) THE COMPANY, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraphTHE FIRST PRIORITY AGENT (ON ITS OWN BEHALF AND ON BEHALF OF THE SENIOR LENDERS) AND THE SECOND PRIORITY AGENT (ON ITS OWN BEHALF AND ON BEHALF OF THE HOLDERS OF THE SECOND PRIORITY NOTES) EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

Rights in Collateral. (a) Notwithstanding (i) anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, Documents or any other document, filing or agreement (other than this Agreement) related to the creation, attachment, perfection or existence of the Senior Loan Document Lien or any Subordinated Loan Document and irrespective of: the Junior Lien; (iii) the time, place, order or method of attachment or perfection of the security interests created by any Senior Security Document Lien or any Subordinated Loan Document; the Junior Lien; (iiiii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral; (iii) anything contained in Collateral or any filing failure of the Administrative Agent to file or agreement record any financing statement or any continuations thereof under the Uniform Commercial Code or other law of any applicable jurisdiction with respect to which the Senior Lender Lien or Subordinated Lender now or hereafter may be a party; and the Junior Lien and (iv) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors, any security interest in any Collateral pursuant to any the Senior Security Document has and Lien shall have priority, priority over and be senior and superior to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Loan DocumentJunior Lien. (b) So long as the Senior Obligations have this Agreement has not been paid terminated pursuant to Section 8 hereof, or amended in full accordance with Section 8 hereof to give effect to Section 10(b) of Amendment No. 13, and any Senior Loan Document remains in effect, regardless of whether or not the First Priority Obligations or the Second Priority Obligations have been accelerated or any Insolvency Event bankruptcy proceeding or similar event or proceeding has occurredbeen commenced by or against the Company, the Subsidiary Borrower or any Subsidiary Guarantor: (i) Debtors The Junior Lenders (individually or collectively) shall not grant to Subordinated Creditor, and Subordinated Creditor shall not have, seek to have, or take or accept any lien on or security interest in any Debtors’ assets or properties, now owned or hereafter acquired or created. (ii) Subordinated Lender will not (A) exercise or seek to exercise any rights or exercise any remedies with in respect to any of the Collateral or (B) institute any action the Junior Lien, whether under the Loan Documents, applicable law or proceeding with respect to such rights or remediesotherwise, including without limitation, any action to institute any judicial or nonjudicial or similar action or proceeding in respect of foreclosure the Junior Lien or (C) contestto seek relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code, protest and the Junior Lenders shall not have any right whatsoever to direct the Administrative Agent to exercise or object seek to any foreclosure proceeding, postpetition financing, use of cash collateral exercise or action brought by Senior Lender or any other exercise by Senior Lender of refrain from exercising any rights or remedies in respect of the Collateral. Upon repayment in full of the First Priority Obligations, the Junior Lenders shall have the right to enforce the provisions of the Collateral Documents and exercise remedies under any Senior Loan Documents; andthereunder in accordance with the terms thereof. (iiiii) The Senior Lender Lenders shall have the exclusive right to enforce exercise rights and exercise remedies with in respect to of the Collateral and Senior Lender shall not be required to marshal any Collateral. (c) In under the Collateral Documents, applicable law or otherwise and, in exercising such rights and remedies with respect to the Collateral, the Senior Lender Lenders may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder and under applicable law (or refrain from enforcing any other Senior Loan Documentssuch rights and exercising any such remedies), all in such order and in such manner as it they may determine in the exercise of their sole business judgmentdiscretion. Such exercise and enforcement shall include, without limitation, the rights of the Senior Lenders or any agent appointed by the Senior Lenders to sell or otherwise dispose of the Collateral, to incur expenses in connection with such sale or disposition exercise and enforcement, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction. (diii) When No Junior Lender shall (A) contest, protest, object to, interfere with, seek to enjoin or invoke or utilize any provision of any document, law or equitable principle, or otherwise take any other action whatsoever which might prevent, delay or impede, any exercise of rights or remedies by the Senior Lenders under any Loan Document or applicable law in respect of the Collateral or the Senior Lien, including without limitation, any action of foreclosure or to seek adequate protection or relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code, or any decision by the Senior Lenders to refrain from enforcing any such rights or exercising any such remedies, and (B) contest the validity or enforceability of the First Priority Obligations or the validity, perfection, priority or enforceability of the Senior Lien (it being understood and agreed that the terms of this Agreement shall govern even if part or all of the First Priority Obligations or the Senior Obligations Lien are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise). (iv) The Junior Lenders shall be deemed to have been paid consented to any Asset Sale or other disposition of any property, business or assets of the Company or any of its Subsidiaries, and the release of any or all of the Collateral from the Junior Lien in connection therewith, if the Required Lenders shall have approved such Asset Sale or other disposition notwithstanding that the Net Cash Proceeds of any such Asset Sale or other disposition may not be sufficient to pay in full and the First Priority Obligations or any portion of the Second Priority Obligations. (v) The Senior Loan Documents no longer are in effect, Subordinated Lender Lenders shall have the sole and exclusive right (without the consent of any Junior Lender and without any duty, obligation or liability arising from any such action) at any time to enforce (A) consent to any proposed sale or other disposition of any Collateral in connection with the provisions exercise of remedies pursuant to the Subordinated Loan Documents or applicable law, whether at private sale or pursuant to foreclosure, bankruptcy or other judicial or nonjudicial proceedings, and exercise remedies thereunder. Notwithstanding (B) release the foregoingSenior Lien on any Collateral in connection with any such sale or other disposition, no failure whether at private sale or pursuant to exerciseforeclosure, nor bankruptcy or other judicial or nonjudicial proceedings, and the Junior Lenders shall be deemed to have consented to such release, sale or other disposition and any delay in exercising, Junior Lien on the part portion of Subordinated Lenderany Collateral released, sold or disposed of shall be automatically extinguished and discharged upon any rightsuch release, power sale or privilege under the Subordinated Loan Documents shall operate as a waiver thereofother disposition. (evi) Any money, property property, securities or securities realized upon other direct or indirect distributions of any nature whatsoever received by the Administrative Agent or any Senior Lender or Junior Lender from the sale, disposition or other realization by Senior Lender upon or other exercise of remedies in respect of all or any part of the Collateral Collateral, regardless of whether such money, property, securities or other distributions are received directly or indirectly during the pendency of or in connection with any bankruptcy, insolvency or other like proceeding or otherwise, shall be delivered to the Administrative Agent in the form received, duly indorsed to such party, if required, and applied by Senior Lender the Administrative Agent in the following order: (i) : First, to payment of the payment in full expenses of such sale or other realization, including reasonable compensation to agents and counsel for the Administrative Agent, and all costs expenses, liabilities and expenses (including, without limitation, attorneys’ fees and disbursements) paid advances incurred or incurred made by Senior Lender the Administrative Agent in connection with therewith, and any other unreimbursed expenses for which the such realization on Administrative Agent or any Lender is to be reimbursed pursuant to Section 10.03 of the Collateral Credit Agreement or any applicable provision of any other Loan Document and unpaid fees owing to the protection of their rights and interests therein; (ii) Administrative Agent under the Credit Agreement; Second, to the payment in full of all Senior First Priority Obligations in such the order as Senior Lender may elect of priority set forth in its sole discretion; paragraph (iiib) of Section 2.17 of the Credit Agreement; Third, to the payment in full of all Subordinated Second Priority Obligations then due and which are secured by such Collateralin the order or priority set forth in paragraph (b) of Section 2.17 of the Credit Agreement; and (iv) Fourth, to pay the payment in full of any unpaid Hedging Obligations; and Finally, to payment to the Debtors, Company or its representative successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining. (f) Senior Lender’s rights with respect to the Collateral includeremaining from such proceeds. The Administrative Agent may make distributions hereunder in cash or in kind or, without limitation, the right to release any or all of the Collateral from the Lien of any Senior Security Document or Subordinated Loan Document (if applicable) in connection with the sale of such Collateral, notwithstanding that the net proceeds of any such sale may not be used to permanently prepay any Senior Obligations or Subordinated Obligations. If Senior Lender shall determineon a ratable basis, in connection with any sale of Collateral, that the release of the Lien (if applicable) of any Subordinated Loan Document on such Collateral in connection with such sale is necessary or advisable, Subordinated Lender shall execute such release documents and instruments and shall take such further actions as Senior Lender shall request. Subordinated Lender hereby irrevocably constitutes and appoints Senior Lender and any officer or Senior Lender, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Subordinated Lender and in the name of Subordinated Lender or in Senior Lender’s own name, from time to time in Senior Lender’s discretion, for the purpose of carrying out the terms of this paragraph, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer or release. Subordinated Lender hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this paragraphcombination thereof.