Common use of Continued Effectiveness of this Agreement Clause in Contracts

Continued Effectiveness of this Agreement. The terms of this Agreement, the subordination effected hereby, and the rights of Signature, and the obligations of the Subordinated Lender arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by: (a) any amendment or modification of or supplement to the Credit Agreement, the Senior Note, any of the other Senior Loan Documents (provided that the aggregate principal amount of the Senior Debt shall not exceed the Cap Amount), the Subordinated Note, any of the other Subordinated Transaction Documents or any instrument or document executed or delivered pursuant to any of such documents other than this Agreement; (b) the validity or enforceability of any of such documents; (c) any exercise or non-exercise of any right, power or remedy under or in respect of the Senior Debt or any of such instruments or documents referred to in clause (a) above or in respect of any of the properties or assets now or hereafter constituting the Common Collateral, whether or not the Subordinated Lender shall have had notice or knowledge of any of the foregoing and whether or not it shall have consented thereto. All references to “Signature” hereunder shall be deemed to refer to Signature Bank (or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Senior Debt including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time of such payment, constitutes Senior Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement, as fully as if it were the signatory hereto in the place of “Signature”, without the necessity of the execution or delivery of any other instrument or document. All references to “Subordinated Lender” hereunder shall be deemed to refer to Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P. (or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Subordinated Debt, including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time of such payment, constitutes Subordinated Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement as fully as if it were the signatory hereto in the place of Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P., without the necessity of the execution or delivery of any other instrument or document.

Continued Effectiveness of this Agreement. The terms of this Agreement, the subordination effected hereby, and the rights of Signature, and the obligations of the Subordinated Second Lien Creditor or the First Lien Lender arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by: (a) any amendment or modification of or supplement to the Credit Hercules Loan Agreement, the Senior Note, any of the other Senior Hercules Loan Documents (provided that the aggregate principal amount of the Senior Debt shall not exceed the Cap Amount), the Subordinated Note, or any of the other Subordinated Transaction MDFA Loan Documents or any instrument or document executed or delivered pursuant to any of such documents other than made in accordance with this Agreement; (b) the validity or enforceability of any of such documents; or (c) any exercise or non-exercise of any right, power or remedy under or in respect of the Senior First Lien Debt or the Second Lien Debt or any of such the instruments or documents referred to in clause (a) above above; (d) any act or in respect failure to act by any holder of the First Lien Debt (except as otherwise expressly required hereunder as a condition thereto); (e) any noncompliance by any Loan Party with the terms hereof, regardless of any knowledge thereof which any such holder may have or be otherwise charged with; (f) the taking or institution by First Lien Lender of the properties any action or assets now proceeding against any Loan Party; (g) any delay in taking, pursuing, or hereafter constituting the Common Collateral, whether or not the Subordinated Lender shall have had notice or knowledge of exercising any of the foregoing and whether or not it shall have consented thereto. All references to “Signature” hereunder shall be deemed to refer to Signature Bank (or any agent on its behalf appointed by it) or any of its successors or assignsactions, rights, powers, or remedies (even though requested by Second Lien Creditor) by First Lien Lender or anyone acting for First Lien Lender (except as otherwise expressly required hereunder as a condition thereto); or (h) any other person circumstance which might otherwise constitute a defense available to, or entity which hereafter may hold all or a discharge of any portion Loan Party in respect of the Senior First Lien Debt including, without limitation, any person or entity that makes any loan, advance or other extension Second Lien Creditor in respect of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time of such payment, constitutes Senior Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement, as fully as if it were other than the signatory hereto in the place of “Signature”, without the necessity defense that all of the execution or delivery First Lien Debt has been Paid in Full. The Second Lien Creditor hereby acknowledges that the provisions of any other instrument or document. All references to “Subordinated Lender” hereunder shall be deemed to refer to Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P. (or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Subordinated Debt, including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time of such payment, constitutes Subordinated Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement as fully as if it were are intended to be enforceable at all times, whether before the signatory hereto commencement of, after the commencement of, in connection with or premised on the place occurrence of Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P., without the necessity of the execution or delivery of any other instrument or documenta Proceeding.

Continued Effectiveness of this Agreement. The terms of this Agreement, the subordination effected hereby, and the rights of Signature, and the obligations of the Subordinated Creditor and Senior Lender arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by: by (a) any amendment or modification of or supplement to the Credit Senior Loan Agreement, the other Senior Note, Debt Documents or any of the other Subordinated Debt Documents, and Subordinated Creditor hereby irrevocably consents to, and waives any claim it may have against Senior Loan Documents (provided that the aggregate principal amount Lender or either Obligor as a result of, any amendment, modification or supplement of the Senior Debt shall not exceed the Cap Amount), the Subordinated Note, any of Loan Agreement or the other Subordinated Transaction Documents or any instrument or document executed or delivered pursuant to any of such documents other than this AgreementSenior Debt Documents; (b) the validity or enforceability of any of such documents; or (c) any exercise or non-exercise of any right, power or remedy under or in respect of the Senior Debt Indebtedness or the Subordinated Indebtedness or any of such the instruments or documents referred to in clause (a) above above. The Senior Indebtedness shall continue to be treated as Senior Indebtedness and the provisions of this Agreement shall continue to govern the relative rights and priorities of the holders of Senior Indebtedness and Subordinated Creditor even if all or part of the Senior Liens are subordinated, set aside, avoided or disallowed in respect connection with any Proceeding (or if all or part of the Senior Indebtedness is subordinated, set aside, avoided or disallowed in connection with any Proceeding as a result of the fraudulent conveyance or fraudulent transfer provisions under the Bankruptcy Code or under any state fraudulent conveyance or fraudulent transfer statute or if any interest accruing on the Senior Indebtedness following the commencement of such Proceeding is otherwise disallowed) and this Agreement shall be reinstated if at any time any payment of any of the properties Senior Indebtedness is rescinded or assets now or hereafter constituting the Common Collateral, whether or not the Subordinated Lender shall have had notice or knowledge must otherwise be returned by any holder of any of the foregoing and whether or not it shall have consented thereto. All references to “Signature” hereunder shall be deemed to refer to Signature Bank (Senior Indebtedness or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Senior Debt including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time representative of such payment, constitutes Senior Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement, as fully as if it were the signatory hereto in the place of “Signature”, without the necessity of the execution or delivery of any other instrument or document. All references to “Subordinated Lender” hereunder shall be deemed to refer to Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P. (or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Subordinated Debt, including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time of such payment, constitutes Subordinated Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement as fully as if it were the signatory hereto in the place of Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P., without the necessity of the execution or delivery of any other instrument or documentholder.

Continued Effectiveness of this Agreement. The terms of this Agreement, the subordination effected hereby, and the rights of Signature, and the obligations of the Subordinated Lender and Senior Lender arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by: by (a) any amendment or modification of or supplement to the Credit Agreement, the Senior Note, Loan Agreement or any of the other Senior Loan Documents (provided that Instruments or any of the aggregate principal amount Subordinated Instruments, and Subordinated Lender hereby irrevocably consents to and waives any claim it may have as a result of any such amendment, modification or supplement of the Senior Debt shall not exceed the Cap Amount), the Subordinated Note, any of Loan Agreement or the other Subordinated Transaction Documents or any instrument or document executed or delivered pursuant to any of such documents other than this AgreementSenior Instruments; (b) the validity or enforceability of any of such documents; or (c) any exercise or non-exercise of any right, power or remedy under or in respect of the Senior Debt Indebtedness or the Subordinated Indebtedness or any of such the instruments or documents referred to in clause (a) above above. The Senior Indebtedness shall continue to be treated as Senior Indebtedness and the provisions of this Agreement shall continue to govern the relative rights and priorities of the holders of Senior Indebtedness and Subordinated Lender even if all or part of the Senior Liens are subordinated, set aside, avoided or disallowed in respect connection with any Proceeding (or if all or part of the Senior Indebtedness is subordinated, set aside, avoided or disallowed in connection with any Proceeding as a result of the fraudulent conveyance or fraudulent transfer provisions under the Bankruptcy Code or under any state fraudulent conveyance or fraudulent transfer statute or if any interest accruing on the Senior Indebtedness following the commencement of such Proceeding is otherwise disallowed) and this Agreement shall be reinstated if at any time any payment of any of the properties Senior Indebtedness is rescinded or assets now or hereafter constituting the Common Collateral, whether or not the Subordinated Lender shall have had notice or knowledge must otherwise be returned by any holder of any of the foregoing and whether or not it shall have consented thereto. All references to “Signature” hereunder shall be deemed to refer to Signature Bank (Senior Indebtedness or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Senior Debt including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time representative of such payment, constitutes Senior Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement, as fully as if it were the signatory hereto in the place of “Signature”, without the necessity of the execution or delivery of any other instrument or document. All references to “Subordinated Lender” hereunder shall be deemed to refer to Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P. (or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Subordinated Debt, including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time of such payment, constitutes Subordinated Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement as fully as if it were the signatory hereto in the place of Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P., without the necessity of the execution or delivery of any other instrument or documentholder.

Continued Effectiveness of this Agreement. The terms of this Agreement, the subordination effected hereby, and the rights of Signature, and the obligations of the Subordinated Creditor and Lender arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by: by (a) any amendment or modification of or supplement to the Credit Agreement, the Senior Note, any of the other Senior Loan Documents (provided that the aggregate principal amount of the Senior Debt shall not exceed the Cap Amount), the Subordinated Note, Documents or any of the other Subordinated Transaction Debt Documents unless in violation of Section 2.7, and Subordinated Creditor hereby irrevocably consents to, and waives any claim Subordinated Creditor may have against Lender or any instrument Credit Party as a result of, any amendment, modification or document executed or delivered pursuant to supplement of any Senior Debt Documents unless in violation of such documents other than this AgreementSection 2.7; (b) the validity or enforceability of any of such documents; or (c) any exercise or non-exercise of any right, power or remedy under or in respect of the Senior Debt Indebtedness or the Subordinated Indebtedness or any of such the instruments or documents referred to in clause (a) above above. The Senior Indebtedness shall continue to be treated as Senior Indebtedness and the provisions of this Agreement shall continue to govern the relative rights and priorities of the holders of Senior Indebtedness and Subordinated Creditor even if all or part of the Senior Liens are subordinated, set aside, avoided or disallowed in respect connection with any Proceeding (or if all or part of the Senior Indebtedness is subordinated, set aside, avoided or disallowed in connection with any Proceeding as a result of the fraudulent conveyance or fraudulent transfer provisions under the Bankruptcy Code or under any state fraudulent conveyance or fraudulent transfer statute or if any interest accruing on the Senior Indebtedness following the commencement of such Proceeding is otherwise disallowed) and this Agreement shall be reinstated if at any time any payment of any of the properties Senior Indebtedness is rescinded or assets now or hereafter constituting the Common Collateral, whether or not the Subordinated Lender shall have had notice or knowledge must otherwise be returned by any holder of any of the foregoing and whether or not it shall have consented thereto. All references to “Signature” hereunder shall be deemed to refer to Signature Bank (Senior Indebtedness or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Senior Debt including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time representative of such payment, constitutes Senior Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement, as fully as if it were the signatory hereto in the place of “Signature”, without the necessity of the execution or delivery of any other instrument or document. All references to “Subordinated Lender” hereunder shall be deemed to refer to Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P. (or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Subordinated Debt, including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time of such payment, constitutes Subordinated Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement as fully as if it were the signatory hereto in the place of Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P., without the necessity of the execution or delivery of any other instrument or documentholder.

Continued Effectiveness of this Agreement. The terms of this Agreement, the subordination effected hereby, and the rights of Signature, and the obligations of the Subordinated Lender Creditor and Senior Creditor arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by: by (a) any amendment or modification of or supplement to the Credit Security Agreement, the other Senior Note, Debt Documents or any of the Subordinated Debt Documents, and Subordinated Creditor hereby irrevocably consents to, and waives any claim it may have against Senior Creditor or any Obligor as a result of, any amendment, modification or supplement of the Security Agreement or the other Senior Loan Documents (provided that the aggregate principal amount of the Senior Debt shall not exceed the Cap Amount), the Subordinated Note, any of the other Subordinated Transaction Documents or any instrument or document executed or delivered pursuant to any of such documents other than this AgreementDocuments; (b) the validity or enforceability of any of such documents; or (c) any exercise or non-exercise of any right, power or remedy under or in respect of the Senior Debt Indebtedness or the Subordinated Indebtedness or any of such the instruments or documents referred to in clause (a) above above. The Senior Indebtedness shall continue to be treated as Senior Indebtedness and the provisions of this Agreement shall continue to govern the relative rights and priorities of the holders of Senior Indebtedness and Subordinated Creditor even if all or part of the Senior Liens are subordinated, set aside, avoided or disallowed in respect connection with any Proceeding (or if all or part of the Senior Indebtedness is subordinated, set aside, avoided or disallowed in connection with any Proceeding as a result of the fraudulent conveyance or fraudulent transfer provisions under the Bankruptcy Code or under any state fraudulent conveyance or fraudulent transfer statute or if any interest accruing on the Senior Indebtedness following the commencement of such Proceeding is otherwise disallowed) and this Agreement shall be reinstated if at any time any payment of any of the properties Senior Indebtedness is rescinded or assets now or hereafter constituting the Common Collateral, whether or not the Subordinated Lender shall have had notice or knowledge must otherwise be returned by any holder of any of the foregoing and whether or not it shall have consented thereto. All references to “Signature” hereunder shall be deemed to refer to Signature Bank (Senior Indebtedness or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Senior Debt including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time representative of such payment, constitutes Senior Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement, as fully as if it were the signatory hereto in the place of “Signature”, without the necessity of the execution or delivery of any other instrument or document. All references to “Subordinated Lender” hereunder shall be deemed to refer to Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P. (or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Subordinated Debt, including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time of such payment, constitutes Subordinated Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement as fully as if it were the signatory hereto in the place of Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P., without the necessity of the execution or delivery of any other instrument or documentholder.

Continued Effectiveness of this Agreement. The terms of this Agreement, the subordination effected hereby, and the rights of Signature, and the obligations of the Subordinated Lender and Senior Lender arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by: by (a) any amendment or modification of or supplement to the Credit Loan Agreement, the Senior Note, other Loan Instruments or any of the other Senior Loan Documents (provided that the aggregate principal amount Subordinated Instruments, and Subordinated Lender hereby irrevocably consents to and waives any claim it may have as a result of any such amendment, modification or supplement of the Senior Debt shall not exceed the Cap Amount), the Subordinated Note, any of Loan Agreement or the other Subordinated Transaction Documents or any instrument or document executed or delivered pursuant to any of such documents other than this AgreementLoan Instruments; (b) the validity or enforceability of any of such documents; or (c) any exercise or non-exercise of any right, power or remedy under or in respect of the Senior Debt Indebtedness or the Subordinated Indebtedness or any of such the instruments or documents referred to in clause (a) above above. The Senior Indebtedness shall continue to be treated as Senior Indebtedness and the provisions of this Agreement shall continue to govern the relative rights and priorities of the holders of Senior Indebtedness and Subordinated Lender even if all or part of the Senior Liens are subordinated, set aside, avoided or disallowed in respect connection with any Proceeding (or if all or part of the Senior Indebtedness is subordinated, set aside, avoided or disallowed in connection with any Proceeding as a result of the fraudulent conveyance or fraudulent transfer provisions under the Bankruptcy Code or under any state fraudulent conveyance or fraudulent transfer statute or if any interest accruing on the Senior Indebtedness following the commencement of such Proceeding is otherwise disallowed) and this Agreement shall be reinstated if at any time any payment of any of the properties Senior Indebtedness is rescinded or assets now or hereafter constituting the Common Collateral, whether or not the Subordinated Lender shall have had notice or knowledge must otherwise be returned by any holder of any of the foregoing and whether or not it shall have consented thereto. All references to “Signature” hereunder shall be deemed to refer to Signature Bank (Senior Indebtedness or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Senior Debt including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time representative of such payment, constitutes Senior Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement, as fully as if it were the signatory hereto in the place of “Signature”, without the necessity of the execution or delivery of any other instrument or document. All references to “Subordinated Lender” hereunder shall be deemed to refer to Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P. (or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Subordinated Debt, including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time of such payment, constitutes Subordinated Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement as fully as if it were the signatory hereto in the place of Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P., without the necessity of the execution or delivery of any other instrument or documentholder.

Continued Effectiveness of this Agreement. The terms of this Agreement, the subordination effected hereby, and the rights of Signature, and the obligations of the Subordinated Second Lien Creditor or the First Lien Lender arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by: (a) any amendment or modification of or supplement to the Credit Lender Loan Agreement, the Senior Note, any of the other Senior Lender Loan Documents (provided that the aggregate principal amount of the Senior Debt shall not exceed the Cap Amount), the Subordinated Note, or any of the other Subordinated Transaction MDFA Loan Documents or any instrument or document executed or delivered pursuant to any of such documents other than made in accordance with this Agreement; (b) the validity or enforceability of any of such documents; or (c) any exercise or non-exercise of any right, power or remedy under or in respect of the Senior First Lien Debt or the Second Lien Debt or any of such the instruments or documents referred to in clause (a) above above; (d) any act or in respect failure to act by any holder of the First Lien Debt (except as otherwise expressly required hereunder as a condition thereto); (e) any noncompliance by any Loan Party with the terms hereof, regardless of any knowledge thereof which any such holder may have or be otherwise charged with; (f) the taking or institution by First Lien Lender of the properties any action or assets now proceeding against any Loan Party; (g) any delay in taking, pursuing, or hereafter constituting the Common Collateral, whether or not the Subordinated Lender shall have had notice or knowledge of exercising any of the foregoing and whether or not it shall have consented thereto. All references to “Signature” hereunder shall be deemed to refer to Signature Bank (or any agent on its behalf appointed by it) or any of its successors or assignsactions, rights, powers, or remedies (even though requested by Second Lien Creditor) by First Lien Lender or anyone acting for First Lien Lender (except as otherwise expressly required hereunder as a condition thereto); or (h) any other person circumstance which might otherwise constitute a defense available to, or entity which hereafter may hold all or a discharge of any portion Loan Party in respect of the Senior First Lien Debt including, without limitation, any person or entity that makes any loan, advance or other extension Second Lien Creditor in respect of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time of such payment, constitutes Senior Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement, as fully as if it were other than the signatory hereto in the place of “Signature”, without the necessity defense that all of the execution or delivery First Lien Debt has been Paid in Full. The Second Lien Creditor hereby acknowledges that the provisions of any other instrument or document. All references to “Subordinated Lender” hereunder shall be deemed to refer to Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P. (or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Subordinated Debt, including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time of such payment, constitutes Subordinated Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement as fully as if it were are intended to be enforceable at all times, whether before the signatory hereto commencement of, after the commencement of, in connection with or premised on the place occurrence of Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P., without the necessity of the execution or delivery of any other instrument or documenta Proceeding.

Continued Effectiveness of this Agreement. The terms of this Agreement, the subordination effected hereby, and the rights of Signature, and the obligations of the Subordinated Parent and Senior Lender arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by: by (a) any amendment or modification of or supplement to the Credit Agreement, the Senior Note, Loan Agreement or any of the other Senior Loan Documents (provided that Instruments or any of the aggregate principal amount Subordinated Loan, and Parent hereby irrevocably consents to and waives any claim it may have as a result of any such amendment, modification or supplement of the Senior Debt shall not exceed the Cap Amount), the Subordinated Note, any of Loan Agreement or the other Subordinated Transaction Documents or any instrument or document executed or delivered pursuant to any of such documents other than this AgreementSenior Instruments; (b) the validity or enforceability of any of such documents; or (c) any exercise or non-exercise of any right, power or remedy under or in respect of the Senior Debt Indebtedness or the Subordinated Indebtedness or any of such the instruments or documents referred to in clause (a) above above. The Senior Indebtedness shall continue to be treated as Senior Indebtedness and the provisions of this Agreement shall continue to govern the relative rights and priorities of the holders of Senior Indebtedness and Parent even if all or part of the Senior Liens are subordinated, set aside, avoided or disallowed in respect connection with any Proceeding (or if all or part of the Senior Indebtedness is subordinated, set aside, avoided or disallowed in connection with any Proceeding as a result of the fraudulent conveyance or fraudulent transfer provisions under the Bankruptcy Code or under any state fraudulent conveyance or fraudulent transfer statute or if any interest accruing on the Senior Indebtedness following the commencement of such Proceeding is otherwise disallowed) and this Agreement shall be reinstated if at any time any payment of any of the properties Senior Indebtedness is rescinded or assets now or hereafter constituting the Common Collateral, whether or not the Subordinated Lender shall have had notice or knowledge must otherwise be returned by any holder of any of the foregoing and whether or not it shall have consented thereto. All references to “Signature” hereunder shall be deemed to refer to Signature Bank (Senior Indebtedness or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Senior Debt including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time representative of such payment, constitutes Senior Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement, as fully as if it were the signatory hereto in the place of “Signature”, without the necessity of the execution or delivery of any other instrument or document. All references to “Subordinated Lender” hereunder shall be deemed to refer to Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P. (or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Subordinated Debt, including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time of such payment, constitutes Subordinated Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement as fully as if it were the signatory hereto in the place of Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P., without the necessity of the execution or delivery of any other instrument or documentholder.

Continued Effectiveness of this Agreement. The terms of this Agreement, the subordination effected hereby, and the rights of SignatureSenior Parties, and the obligations of the Subordinated Lender Secured Party arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by: (ai) any amendment or modification of or supplement to the Credit Agreement, the Senior Note, any documents evidencing any of the other Senior Loan Documents (provided that Obligations or the aggregate principal amount rights of the Senior Debt shall not exceed the Cap Amount)Secured Party, the Subordinated Note, any of the other Subordinated Transaction Documents or any instrument or document executed or delivered pursuant to any of such documents other than this Agreement; (bii) the validity or enforceability of any of such documents; (ciii) any exercise or non-exercise of any right, power or remedy under or in respect of the Senior Debt Obligations or any of such instruments or documents referred to in clause (ai) above or in respect of any of the properties or assets now or hereafter constituting the Common Collateral, whether or not the Subordinated Lender Secured Party shall have had notice or knowledge of any of the foregoing and whether or not it shall have consented thereto. All references to “Signature” "Senior Parties" hereunder shall be deemed to refer to Signature Bank (or any agent on its behalf appointed by it) Senior Parties or any of its their successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Senior Debt Obligations, including, without limitation, any person or entity that makes any loan, advance or other extension of credit to any of the Company Companies the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time of such payment, constitutes Senior Debt Obligations hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement, as fully as if it were the signatory hereto in the place of “Signature”, without the necessity of the execution or delivery of any other instrument or document. All references to “Subordinated Lender” hereunder shall be deemed to refer to Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P. (or any agent on its behalf appointed by it) or any of its successors or assigns, or any other person or entity which hereafter may hold all or any portion of the Subordinated Debt, including, without limitation, any person or entity that makes any loan, advance or other extension of credit to the Company the proceeds of which are used, directly or indirectly, to pay all or any portion of indebtedness that, at the time of such payment, constitutes Subordinated Debt hereunder, and any such successor, assign or other person or entity shall be entitled to have the benefit of and enforce this Agreement as fully as if it were the signatory hereto in the place of Bison Capital Equity Partners II-A, L.P., and Bison Capital Equity Partners II-B, L.P."Senior Parties", without the necessity of the execution or delivery of any other instrument or document.