Common use of Termination of Subordination Clause in Contracts

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid in full in cash, all Letters of Credit shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), and all Revolving Credit Commitments shall have been terminated. To the extent that the Borrower or any other borrower or guarantor of, or provider of collateral for, the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated and continue in full force and effect as if such Voided Payment had never been made. To the extent that the Subordinating Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lender’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or required to be repaid to a trustee, receiver or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the Agent, and the Subordinating Creditor hereby agrees to pay to the Agent, upon demand, the full amount so received by the Subordinating Creditor during such period of time to the extent necessary fully to restore to the Agent the amount of such Voided Payment. This Agreement will automatically terminate upon the indefeasible payment in full in cash of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), and the termination of all Revolving Credit Commitments.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating each Subordinated Creditor and the Borrower Company hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower Company or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Senior Creditors, an Event of Default shall be deemed to have existed and to be continuing under the Securities Purchase Agreement from the date of the Senior Creditors’ initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Senior Creditors. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to all of the Subordinated Debt. To the extent that the Subordinating any Subordinated Creditor has received any payments with respect to the its Subordinated Debt subsequent to the date of Agent’s or any Lender’s the Senior Creditors’ initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating such Subordinated Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the Agentsuch Senior Creditors, and the Subordinating such Subordinated Creditor hereby agrees to pay to the AgentSenior Creditors, upon demand, the full amount so received by the Subordinating such Subordinated Creditor during such period of time to the extent necessary fully to restore to the Agent Senior Creditors the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full ---------------------------- force and effect, and the obligations and agreements of the Subordinating Creditor and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Agent or any Bank, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of the Agent's or such Bank's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Agent or such Bank. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of the Agent’s 's or any Lender’s Bank's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentAgent or such Bank, and the Subordinating Creditor hereby agrees to pay to the AgentAgent for the benefit of the Agent or (as the case may be) such Bank, upon demand, the full amount so received by the Subordinating Creditor during such period of time to the extent necessary fully to restore to the Agent or such Bank the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Subordinated Lender and the Borrower Loan Parties hereunder shall continue to be fully operative, until the payment in full of all of the Senior Debt shall have been indefeasibly paid in full in cash, all Letters of Credit shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), and all Revolving Credit Commitments shall have been terminatedDebt. To the extent that the Borrower or any other borrower or guarantor of, or provider of collateral for, the Senior Debt Loan Party makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or a transfer at undervalue or set aside or is required to be repaid to a trustee, receiver, interim receiver, receiver and manager, monitor or any other party under the Bankruptcy Code any Debtor Relief Law, state, federal, provincial or any other bankruptcy, insolvency or reorganization act, state or federal foreign law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Senior Secured Party, a Senior Default shall be deemed to have existed and to be continuing under the applicable Senior Documents from the date of such Senior Secured Party’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Senior Secured Party. During any continuance of any such Senior Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor Subordinated Lender has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lendera Senior Secured Party’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor Subordinated Lender shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentSenior Secured Parties, and the Subordinating Creditor hereby agrees to Subordinated Lender shall pay to the AgentSenior Secured Parties, upon demand, the full amount so received by the Subordinating Creditor Subordinated Lender during such period of time to the extent necessary fully to restore to the Agent Senior Secured Parties the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Collateral Agent and the Subordinating Creditor Creditors and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid in full in cash, all Letters of Credit shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), and all Revolving Credit Commitments shall have been terminated. To the extent that the Borrower any Company or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Agent or any Lender, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of the Agent’s or such Lender’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Agent or such Lender. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt and Trustee Claims. To the extent that (i) the Collateral Agent or any Subordinating Creditor has received any payments with respect to the Subordinated Debt or Trustee Claims subsequent to the date of the Agent’s or any Lender’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, and (ii) such payments would have been required to have been turned over to the Agent pursuant to this Agreement, the Collateral Agent or such Subordinating Creditor (in the case of the Trustee or the Collateral Agent, to the extent such funds have not been turned over to the Holders) shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentAgent or such Lender, and the Collateral Agent and each Subordinating Creditor (in the case of the Trustee or the Collateral Agent, to the extent such funds have not been turned over to the Holders) hereby agrees to pay to the AgentAgent for the benefit of the Agent or (as the case may be) such Lender, upon demand, the full amount of such payment so received by the Collateral Agent or such Subordinating Creditor Creditor, as applicable, during such period of time to the extent necessary fully to restore to the Agent or such Lender the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating each Subordinated Creditor and the Borrower Company hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower Company or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Collateral Agent or any Senior Creditor, an Event of Default shall be deemed to have existed and to be continuing under the Securities Purchase Agreement from the date of the Collateral Agent’s or such Senior Creditor’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Collateral Agent or such Senior Creditor. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to all of the Subordinated Debt. To the extent that the Subordinating any Subordinated Creditor has received any payments with respect to the its Subordinated Debt subsequent to the date of the Collateral Agent’s or any LenderSenior Creditor’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating such Subordinated Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentCollateral Agent or such Senior Creditor, and the Subordinating such Subordinated Creditor hereby agrees to pay to the Collateral Agent, for the benefit of the Collateral Agent or (as the case may be) such Senior Creditor, upon demand, the full amount so received by the Subordinating such Subordinated Creditor during such period of time to the extent necessary fully to restore to the Collateral Agent or such Senior Creditor the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Creditors and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid in full in cash, all Letters of Credit shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), and all Revolving Credit Commitments shall have been terminated. To the extent that the Borrower any Company or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”"VOIDED PAYMENT"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Agent or any Lender, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of the Agent's or such Lender's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Agent or such Lender. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the (i) any Subordinating Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of the Agent’s 's or any Lender’s 's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, and (ii) such payments would have been required to have been turned over to the Agent pursuant to this Agreement, such Subordinating Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentAgent or such Lender, and the each Subordinating Creditor hereby agrees to pay to the AgentAgent for the benefit of the Agent or (as the case may be) such Lender, upon demand, the full amount of such payment so received by the such Subordinating Creditor during such period of time to the extent necessary fully to restore to the Agent or such Lender the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Lender and the Borrower Borrowers hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower Borrowers or any other borrower or guarantor of, or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment Exhibit I Form of Subordination Agreement had never been made. In the event that a Voided Payment is recovered from any Secured Party, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of such Secured Party’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Secured Party. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor Lender has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any LenderSecured Party’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor Lender shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the Agentsuch Secured Party, and the Subordinating Creditor Lender hereby agrees to pay to the Agentsuch Secured Party, upon demand, the full amount so received by the Subordinating Creditor Lender during such period of time to time. Upon the extent necessary fully to restore to the Agent the amount of such Voided Payment. This Agreement will automatically terminate upon the indefeasible final and unavoidable payment and satisfaction in full in cash of the all Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Creditors and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cashcash and such full payment and satisfaction shall be final and not avoidable; provided, all Letters of Credit shall have been terminated or shall have expired (or shall have been however, upon payment and satisfaction in full in cash collateralized in accordance with Section 10.3(e) of the Credit Agreement)Senior Debt, the Borrower shall be permitted to pay and all Revolving Credit Commitments the Subordinated Creditors shall have been terminatedbe permitted to receive any payments with respect to the Subordinated Debt. To In the extent event that the Borrower or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), (i) then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. To the extent that the Subordinating Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lender’s initial receipt of such Voided Payment made and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or required to be repaid to (ii) a trustee, receiver or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor shall be obligated and hereby agrees that any such payment so made or received Postponement Period shall be deemed to have been received in trust for existed and to be continuing under this Agreement from the benefit date of the Agentsuch invalidation, and the Subordinating Creditor hereby agrees to pay to the Agentdeclaration, upon demand, set aside or repayment of such payment on Senior Debt until the full amount so received by the Subordinating Creditor during such period of time to the extent necessary fully to restore to the Agent the amount of such Voided PaymentPayment is restored to the Bank and this Agreement shall be in full force and effect and apply thereto. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit which payment shall be final and not avoidable, this Agreement will automatically terminate without any additional action by any party hereto (or the cash collateralization thereof subject to any reinstatement as provided in accordance with this Section 10.3(e) of the Credit Agreement13), and the termination of all Revolving Credit Commitments.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor and the Borrower Credit Parties hereunder shall continue to be fully operative, until all of the Senior Debt Obligations shall have been indefeasibly paid and satisfied in full in cashcash and such full payment and satisfaction shall be final and not avoidable, all Letters of Credit the LC Exposure shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement)reduced to zero, and all the Revolving Credit Commitments shall have been terminatedterminated and there shall be no outstanding Banking Services Obligations. To the extent that the Borrower Lenders or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt Obligations makes any payment on the Senior Debt Obligations that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt Obligations that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Lender, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of such Lender's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Lender. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor any holder of Subordinated Debt has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any such Lender’s 's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable causecause of action, the Subordinating Creditor such holder of Subordinated Debt shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentLender, and the Subordinating Creditor such holder of Subordinated Debt hereby agrees to pay to the Agent, such Lender upon demand, the full amount so received by the Subordinating Creditor such holder of Subordinated Debt during such period of time to the extent necessary fully to restore to the Agent such Lender the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior DebtObligations, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)LC Exposure shall have been reduced to zero, and the termination of all the Revolving Credit CommitmentsCommitments and there shall be no outstanding Banking Services Obligations, which payment shall be final and not avoidable, this Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor and the Borrower Subordinated CreditorS hereunder shall continue to be fully operative, until all of the Senior Debt Obligations shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower Issuer or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt Obligations makes any payment on the Senior Debt Obligations that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt Obligations that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Noteholder, an Event of Default shall be deemed to have existed and to be continuing under the Note Purchase Agreement from the date of such Noteholder’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Noteholder. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor any holder of Subordinated Debt has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lendersuch Noteholder’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor such holder of Subordinated Debt shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentNoteholders, and the Subordinating Creditor such holder of Subordinated Debt hereby agrees to pay to the Agentsuch Noteholder, upon demand, the full amount so received by the Subordinating Creditor such holder of Subordinated Debt during such period of time to the extent necessary fully to restore to the Agent such Noteholder the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior DebtObligations, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in ---------------------------- full force and effect, and the obligations and agreements of the Subordinating Creditor and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Agent or any Bank, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of the Agent's or such Bank's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Agent or such Bank. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of the Agent’s 's or any Lender’s Bank's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentAgent or such Bank, and the Subordinating Creditor hereby agrees to pay to the AgentAgent for the benefit of the Agent or (as the case may be) such Bank, upon demand, the full amount so received by the Subordinating Creditor during such period of time to the extent necessary fully to restore to the Agent or such Bank the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Subordinated Creditors and the Borrower Loan Parties hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot voidable. To the extent that the Borrower any Loan Party or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcyBankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause cause, except to the extent that any such payment is found by a final, non-appealable judgment of a court to arise from the willful misconduct of the Senior Bank (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Senior Bank, an Event of Default shall be deemed to have existed and to be continuing under the Loan Agreement from the date of the Senior Bank's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Senior Bank. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating either Subordinated Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lender’s the Senior Bank's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the any Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor Subordinated Creditors shall be obligated and hereby agrees agree that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentSenior Bank, and the Subordinating Creditor Subordinated Creditors hereby agrees agree to pay to the AgentSenior Bank, upon demand, the full amount so received by the Subordinating such Subordinated Creditor during such period of time to the extent necessary fully to restore to the Agent Senior Bank the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not voidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor and the Borrower Credit Parties hereunder shall continue to be fully operative, until all of the Senior Debt Obligations shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower Co-Issuers or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt Obligations makes any payment on the Senior Debt Obligations that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt Obligations that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Noteholder, an Event of Default shall be deemed to have existed and to be continuing under the Note Purchase Agreement from the date of such Noteholder’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Noteholder. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor any holder of Subordinated Debt has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lendersuch Noteholder’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor such holder of Subordinated Debt shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentNoteholders, and the Subordinating Creditor such holder of Subordinated Debt hereby agrees to pay to the Agentsuch Noteholder, upon demand, the full amount so received by the Subordinating Creditor such holder of Subordinated Debt during such period of time to the extent necessary fully to restore to the Agent such Noteholder the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior DebtObligations, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitments.this Agreement will automatically terminate without any additional action by any party hereto. 9

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Lender and the Borrower Borrowers hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower Borrowers or any other borrower or guarantor of, or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Secured Party, an Event of Default shall be deemed to have existed and to be continuing under the Loan Agreement from the date of such Secured Party’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Lender. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor Lender has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lender’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor Lender shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the Agentsuch Secured Party, and the Subordinating Creditor Lender hereby agrees to pay to the Agentsuch Lender, upon demand, the full amount so received by the Subordinating Creditor Lender during such period of time to time. Upon the extent necessary fully to restore to the Agent the amount of such Voided Payment. This Agreement will automatically terminate upon the indefeasible final and unavoidable payment and satisfaction in full in cash of the all Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor and the Borrower Credit Parties hereunder shall continue to be fully operative, until all of the Senior Debt Obligations shall have been indefeasibly paid and satisfied in full in cashcash and such full payment and satisfaction shall be final and not avoidable, all Letters of Credit the LC Exposure shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of reduced to zero and the Credit Agreement), and all Revolving Credit Commitments shall have been terminated. To the extent that the Borrower Lenders or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt Obligations makes any payment on the Senior Debt Obligations that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law 8 or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt Obligations that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Lender, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of such Lender’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Lender. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor any holder of Subordinated Debt has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any such Lender’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been bee invalidated, declared to be fraudulent or preferential or set aside or required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor such holder of Subordinated Debt shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentLender, and the Subordinating Creditor such holder of Subordinated Debt hereby agrees to pay to the Agent, such Lender upon demand, the full amount so received by the Subordinating Creditor such holder of Subordinated Debt during such period of time to the extent necessary fully to restore to the Agent such Lender the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior DebtObligations, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), LC Exposure shall have been reduced to zero and the termination of all the Revolving Credit Commitments., which payment shall be final and no avoidable, this Agreement will automatically terminate without any additional action by any party thereto. 9

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Subordinated Creditor and the Borrower Borrowers hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid Paid in full in cash, all Letters of Credit shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), and all Revolving Credit Commitments shall have been terminatedFull. To the extent Lender agrees that the Borrower or any other borrower or guarantor of, or provider of collateral for, the Senior Debt makes will not provide for the automatic renewal of the term thereof. Upon the Payment in Full of all of the Senior Debt, this Agreement will automatically terminate without any additional action by any party hereto. If at any time any payment on the made or value received with respect to any Senior Debt that is subsequently invalidatedrescinded or must otherwise be returned by the Lender upon the insolvency, declared to be fraudulent bankruptcy or preferential or set aside or is required to be repaid to a trustee, receiver reorganization of the Borrowers or any other party under the Bankruptcy Code Guarantor, or any other bankruptcyotherwise, insolvency or reorganization act, state or federal law, common law or equitable cause (all as though such payment being hereafter referred to as a “Voided Payment”)had not been made or value received, then to the extent of such Voided Paymentnecessary to repay in full, that portion of in cash, the Senior Debt that Debt, the Subordinated Creditor will, following written notice from Lender, deliver to Lender any amounts previously received and then held by the Subordinated Creditor on account of, or in any way relating to, the Collateral (a) which the Subordinated Creditor would not have been entitled to accept and retain had this Agreement been previously satisfied in effect at the time such payments were received by such Voided Payment shall be reinstated Subordinated Creditor and continue in full force and effect as if such Voided Payment had never been made. To (b) to the extent that the Subordinating Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lender’s initial receipt of such Voided Payment and such payments received by the Subordinating Subordinated Creditor have are not been invalidatedotherwise rescinded or must not otherwise be returned by the Subordinated Creditor upon the insolvency, declared to be fraudulent bankruptcy or preferential or set aside or required to be repaid to a trustee, receiver reorganization of the Borrowers or any other party under Guarantor, or otherwise. Further, to the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable causeextent previously terminated, the Subordinating Creditor shall be obligated security interest and hereby agrees that any such payment so made or received shall be deemed to have been received lien in trust for the benefit Collateral created by the Senior Loan Documents, in favor of the AgentLender, and the Subordinating Creditor hereby agrees to pay to the Agent, upon demand, the full amount so received by the Subordinating Creditor during such period rights of time to the extent necessary fully to restore to the Agent the amount of such Voided Payment. This Lender under this Agreement will automatically terminate upon the indefeasible payment in full in cash of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), and the termination of all Revolving Credit Commitmentsshall be reinstated.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Subordinated Creditor and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt Indebtedness shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower or any other borrower or guarantor of, Guarantor or provider of collateral for, for the Senior Debt Indebtedness makes any payment on the Senior Debt Indebtedness that is subsequently invalidated, declared to be fraudulent (except on account of actual fraud) or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the any Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause Proceeding (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt Indebtedness that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Agent or any Lender, an Event of Default shall be deemed to have existed and to be continuing under the Loan Agreement from the date of the Agent's or such Lender's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Agent and/or such Lender. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Indebtedness. To the extent that the Subordinating Subordinated Creditor has received any payments with respect to the Subordinated Debt Indebtedness subsequent to the date of the Agent’s 's or any such Lender’s 's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Subordinated Creditor shall be obligated and hereby agrees that any such payment so made or received (other than equity securities of the Borrower received by the Subordinated Creditor pursuant to the Conversion) shall be deemed to have been received in trust for the benefit of the AgentAgent and/or such Lender to the same extent as is provided under Section 5 hereof, and the Subordinating Subordinated Creditor hereby agrees to pay to the Agent, upon demand, the full amount so received by the Subordinating Subordinated Creditor during such period of time to the extent necessary fully to restore to the Agent and/or such Lender the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior DebtIndebtedness, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Parties, the Borrowers and the Borrower Guarantors hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cashimmediately available funds, all Letters of Credit shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of subject to the Credit Agreement), and all Revolving Credit Commitments shall have been terminatedprovisions hereof relating to reinstatement. To the extent that the any Borrower or any other borrower Guarantor or guarantor of, or any provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be revived (and this Agreement shall automatically be reinstated if it has terminated) and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Agent or any Bank, an Event of Default shall be deemed to have existed and to be continuing under the Loan Agreement from the date of the Agent's or such Bank's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Agent or such Bank. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt (and this Agreement shall automatically be reinstated if it has terminated). To the extent that the any Subordinating Creditor Party has received any payments with respect to the Subordinated Debt subsequent to the date of the Agent’s 's or any Lender’s Bank's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the such Subordinating Creditor Party shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentAgent or such Bank, and the such Subordinating Creditor Party hereby agrees to pay to the AgentAgent for the benefit of the Agent or (as the case may be) such Bank, upon demand, the full amount so received by the such Subordinating Creditor Party during such period of time to the extent necessary fully to restore to the Agent or such Bank the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash immediately available funds of all of the Senior Debt, this Agreement will automatically terminate without any additional action by any party hereto, subject to the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), and the termination of all Revolving Credit Commitmentsprovisions hereof relating to reinstatement.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Subordinated Creditors, the Company and the Borrower Other Obligors hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), and all Revolving Credit Commitments shall have been terminated. To the extent that the Borrower Company, any Other Obligor or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”"VOIDED PAYMENT"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Senior Agent or any other Senior Party, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of the initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Senior Agent or such other Senior Party. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating a Subordinated Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of the Senior Agent’s 's or any Lender’s other Senior Party's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or and are not required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating such Subordinated Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentSenior Agent or such other Senior Party, and the Subordinating such Subordinated Creditor hereby agrees to pay to the AgentSenior Agent for the benefit of the Senior Agent or (as the case may be) such other Senior Party, upon demand, the full amount so received by the Subordinating such Subordinated Creditor during such period of time to the extent necessary fully to restore to the Senior Agent or such other Senior Party the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Creditors and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid in full in cash, all Letters of Credit shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), and all Revolving Credit Commitments shall have been terminated. To the extent that the Borrower any Company or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Agent or any Lender, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of the Agent’s or such Lender’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Agent or such Lender. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the (i) any Subordinating Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of the Agent’s or any Lender’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, and (ii) such payments would have been required to have been turned over to the Agent pursuant to this Agreement, such Subordinating Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentAgent or such Lender, and the each Subordinating Creditor hereby agrees to pay to the AgentAgent for the benefit of the Agent or (as the case may be) such Lender, upon demand, the full amount of such payment so received by the such Subordinating Creditor during such period of time to the extent necessary fully to restore to the Agent or such Lender the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Creditors and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash or cash equivalents and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Senior Creditor and/or any other holder of Senior Debt, an Event of Default shall be deemed to have existed and to be continuing under the Note Purchase Agreement or the Securities Purchase Agreement, as the case may be, from the date of such Senior Creditor's and/or any other Senior Debt holder's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Senior Creditor and/or other holder of Senior Debt. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the any Subordinating Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lender’s Senior Creditors' and/or other Senior Debt holders' initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the such Subordinating Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentSenior Creditors and/or other holders of Senior Debt, and the such Subordinating Creditor hereby agrees to pay to the Agent, upon demand, the full amount so received by the Subordinating Creditor during such period of time to the extent necessary fully to restore to the Agent the amount of such Voided Payment. This Agreement will automatically terminate upon the indefeasible payment in full in cash of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), and the termination of all Revolving Credit Commitments.the

Termination of Subordination. This Agreement agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Subordinated Creditor and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcyBankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Senior Bank, an Event of Default shall be deemed to have existed and to be continuing under the Loan Agreement from the date of the Senior Bank's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Senior Bank. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Subordinated Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lender’s the Senior Bank's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the any Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Subordinated Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentSenior Bank, and the Subordinating Subordinated Creditor hereby agrees to pay to the AgentSenior Bank, upon demand, the full amount so received by the Subordinating Subordinated Creditor during such period of time to the extent necessary fully to restore to the Agent Senior Bank the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower Bank Borrowers or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Bank, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of such Bank's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Bank. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lender’s Bank's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the Agentsuch Bank, and the Subordinating Creditor hereby agrees to pay to the Agentsuch Bank, upon demand, the full amount so received by the Subordinating Creditor during such period of time to the extent necessary fully to restore to the Agent such Bank the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor and the Borrower Rome hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower Rome or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from either of the Banks, an Event of Default shall be deemed to have existed and to be continuing under both of the Bank Notes from the date of such Bank's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to each of the Banks. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lender’s either Bank's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentBanks, and the Subordinating Creditor hereby agrees to pay to the AgentBanks, upon demand, the full amount so received by the Subordinating Creditor during such period of time to the extent necessary fully to restore to the Agent Banks the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement Article 12 shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor holders of Subordinated Indebtedness and the Borrower Company hereunder shall continue to be fully operative, until all of the Senior Debt Indebtedness shall have been indefeasibly paid or provided for in full in cash, all Letters of Credit cash and such provision or payment shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower Company or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt Indebtedness makes any payment on the Senior Debt Indebtedness that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt Indebtedness that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any holder of Senior Indebtedness, an event of default shall be deemed to have existed and to be continuing under the applicable Senior Indebtedness from the date of such holder's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such holder of Senior Indebtedness. During any continuance of any such event of default, this Agreement shall be in full force and effect with respect to the Subordinated Indebtedness. To the extent that the Subordinating Creditor any holder of Subordinated Indebtedness has received any payments with respect to the Subordinated Debt Indebtedness subsequent to the date of Agent’s or any Lender’s holder's Senior Indebtedness initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor such holder of Subordinated Indebtedness shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the Agentholders of Senior Indebtedness, and the Subordinating Creditor holders of Subordinated Indebtedness hereby agrees agree to pay to the Agent, holders of Senior Indebtedness upon demand, the full amount so received by the Subordinating Creditor Subordinated Indebtedness during such period of time to the extent necessary fully to restore to the Agent holders of Senior Indebtedness the amount of such Voided Payment. This Agreement will automatically terminate upon the indefeasible payment in full in cash of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), and the termination of all Revolving Credit Commitments.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor EBW and the Borrower Company hereunder shall continue to be fully operative, until the Discharge of all of the Senior Debt shall have been indefeasibly paid in full in cash, all Letters of Credit shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), and all Revolving Credit Commitments shall have been terminatedDebt. To the extent that the Borrower Company or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Senior Creditor an Event of Default shall be deemed to have existed and to be continuing under the Senior Debt Documents from the date of the Senior Creditor’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Senior Creditor. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor EBW has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lenderthe Senior Creditor’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside aside, or required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor EBW shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentSenior Creditor, and the Subordinating Creditor EBW hereby agrees to pay to the AgentSenior Creditor, upon demand, the full amount so received by the Subordinating Creditor EBW during such period of time to the extent necessary to restore fully to restore to the Agent Senior Creditor the amount of such Voided Payment. This Upon the Discharge of all Senior Debt, which payment shall be final and not avoidable, this Agreement will automatically terminate upon the indefeasible payment in full in cash of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), and the termination of all Revolving Credit Commitmentswithout any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Junior Creditors and the Borrower Obligors hereunder shall continue to be fully operative, until the Full Payment of all of the Senior Debt shall have been indefeasibly paid in full in cash, all Letters of Credit shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), and all Revolving Credit Commitments shall have been terminatedDebt. To the extent that the Borrower or any other borrower or guarantor of, or provider of collateral for, the Senior Debt Obligor makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, foreign law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Senior Secured Party, a Senior Default shall be deemed to have existed and to be continuing under the applicable Senior Documents from the date of such Senior Secured Party’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Senior Secured Party. During any continuance of any such Senior Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating any Junior Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lendera Senior Secured Party’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, foreign law, common law or equitable cause, the Subordinating such Junior Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentSenior Secured Parties, and the Subordinating Creditor hereby agrees to Junior Creditors shall pay to the AgentSenior Secured Parties, upon demand, the full amount so received by the Subordinating such Junior Creditor during such period of time to the extent necessary fully to restore to the Agent Senior Secured Parties the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment in full in cash Full Payment of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Creditors and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower any Company or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Agent or any Lender, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of the Agent’s or such Lender’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Agent or such Lender. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the SAC or any Subordinating Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of the Agent’s or any Lender’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the SAC or such Subordinating Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentAgent or such Lender, and the SAC and each Subordinating Creditor hereby agrees to pay to the AgentAgent for the benefit of the Agent or (as the case may be) such Lender, upon demand, the full amount so received by the SAC or such Subordinating Creditor during such period of time to the extent necessary fully to restore to the Agent or such Lender the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor and the Borrower Subordinated Creditors hereunder shall continue to be fully operative, until all of the Senior Debt Obligations shall have been indefeasibly paid and satisfied in full in cashcash and such full payment and satisfaction shall be final and not avoidable, all Letters of Credit the LC Exposure shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement)reduced to zero, and all the Revolving Credit Commitments shall have been terminatedterminated and there shall be no outstanding Banking Services Obligations. To the extent that the Borrower Lenders or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt Obligations makes any payment on the Senior Debt Obligations that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt Obligations that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Lender, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of such Lender’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Lender. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor any holder of Subordinated Debt has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any such Lender’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable causecause of action, the Subordinating Creditor such holder of Subordinated Debt shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentLender, and the Subordinating Creditor such holder of Subordinated Debt hereby agrees to pay to the Agent, such Lender upon demand, the full amount so received by the Subordinating Creditor such holder of Subordinated Debt during such period of time to the extent necessary fully to restore to the Agent such Lender the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior DebtObligations, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)LC Exposure shall have been reduced to zero, and the termination of all the Revolving Credit CommitmentsCommitments and there shall be no outstanding Banking Services Obligations, which payment shall be final and not avoidable, this Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Junior Creditors and the Borrower Company hereunder shall continue to be fully operative, until the Discharge of all of the Senior Debt shall have been indefeasibly paid in full in cash, all Letters of Credit shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), and all Revolving Credit Commitments shall have been terminatedDebt. To the extent that the Borrower Company or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from a Senior Creditor an Event of Default shall be deemed to have existed and to be continuing under the Senior Debt Documents from the date of such Senior Creditor’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Senior Creditor. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating any Junior Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lenderthe Senior Creditor’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside aside, or required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating such Junior Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the Agentsuch Senior Creditor, and the Subordinating such Junior Creditor hereby agrees to pay to the Agentsuch Senior Creditor, upon demand, the full amount so received by the Subordinating such Junior Creditor during such period of time to the extent necessary to restore fully to restore to the Agent such Senior Creditor the amount of such Voided Payment. This Upon the Discharge of all Senior Debt, which payment shall be final and not avoidable, this Agreement will automatically terminate upon the indefeasible payment in full in cash of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), and the termination of all Revolving Credit Commitmentswithout any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Agent or any Bank, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of the Agent's or such Bank's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Agent or such Bank. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of the Agent’s 's or any Lender’s Bank's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentAgent or such Bank, and the Subordinating Creditor hereby agrees to pay to the AgentAgent for the benefit of the Agent or (as the case may be) such Bank, upon demand, the full amount so received by the Subordinating Creditor during such period of time to the extent necessary fully to restore to the Agent or such Bank the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Subordinated Creditor and the Borrower Loan Parties hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot voidable. To the extent that the Borrower any Loan Party or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcyBankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause cause, except to the extent that any such payment is found by a final, non-appealable judgment of a court to arise from the willful misconduct of the Senior Bank (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Senior Bank, an Event of Default shall be deemed to have existed and to be continuing under the Loan Agreement from the date of the Senior Bank's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Senior Bank. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating either Subordinated Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lender’s the Senior Bank's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the any Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Subordinated Creditor shall be obligated and hereby agrees agree that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentSenior Bank, and the Subordinating Subordinated Creditor hereby agrees to pay to the AgentSenior Bank, upon demand, the full amount so received by the Subordinating Subordinated Creditor during such period of time to the extent necessary fully to restore to the Agent Senior Bank the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not voidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the each Subordinating Creditor and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Agent or any Bank, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of the Agent's or such Bank's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Agent or such Bank. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the any Subordinating Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of the Agent’s 's or any Lender’s Bank's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the such Subordinating Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentAgent or such Bank, and the such Subordinating Creditor hereby agrees to pay to the AgentAgent for the benefit of the Agent or (as the case may be) such Bank, upon demand, the full amount so received by the such Subordinating Creditor during such period of time to the extent necessary fully to restore to the Agent or such Bank the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Subordinated Companies, and the Borrower Debtor Companies hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower a Debtor Company or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Agent or any Bank, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of the Agent's or such Bank's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Agent or such Bank. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor a Subordinated Company has received any payments with respect to the Subordinated Debt subsequent to the date of the Agent’s 's or any Lender’s Bank's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor such Subordinated Company shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentAgent or Bank, and the Subordinating Creditor such Subordinated Company hereby agrees to pay to the AgentAgent for the benefit of the Agent or (as the case may be) such Bank, upon demand, the full amount so received by the Subordinating Creditor such Subordinated Company during such period of time to the extent necessary fully to restore to the Agent or such Bank the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitments.this Agreement will automatically terminate without any additional action by any party hereto. 106

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Creditors and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash or cash equivalents and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Senior Creditor, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement or the Note Purchase Agreement or the Securities Purchase Agreement, as the case may be, from the date of such Senior Creditor's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Senior Creditor. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the any Subordinating Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lender’s Senior Creditor's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the such Subordinating Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentAgent or such Bank or the Senior Subordinated Creditors or SFHY, as applicable, and the each Subordinating Creditor hereby agrees to pay to either (i) the AgentAgent for the benefit of the Agent or (as the case may be) such Bank or (ii) the Senior Subordinated Creditors, as applicable, upon demand, the full amount so received by the such Subordinating Creditor during such period of time to the extent necessary fully to restore to the Agent Agent, such Bank or the Senior Subordinated Creditors or SFHY the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash or cash equivalent of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Intercreditor Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Agent or any Revolving Credit Lender, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of the Agent's or such Revolving Credit Lender's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Agent or such Revolving Credit Lender. During any continuance of any such Event of Default, this Intercreditor Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor has received any payments with respect to the Subordinated Debt subsequent to the date of the Agent’s 's or any Revolving Credit Lender’s 's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentAgent or such Revolving Credit Lender, and the Subordinating Creditor hereby agrees to pay to the AgentAgent for the benefit of the Agent or (as the case may be) such Revolving Credit Lender, upon demand, the full amount so received by the Subordinating Creditor during such period of time to the extent necessary fully to restore to the Agent or such Revolving Credit Lender the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Intercreditor Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Subordinated Note Holders, the Borrower Affiliated Group and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt Obligations shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), and all Revolving Credit Commitments shall have been terminatedfull. To the extent that the Borrower or any other borrower or guarantor of, or provider member of collateral for, the Senior Debt Borrower Affiliated Group makes any payment on the Senior Debt Obligations that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt Obligations that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from the Bank, a Payment Event of Default shall be deemed to have existed and to be continuing under the Senior Credit Agreement from the date of the Bank’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to the Bank. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Obligations. To the extent that the Subordinating Creditor a Subordinated Note Holder has received any payments with respect to the Subordinated Debt Obligations subsequent to the date of Agent’s or any Lenderthe Bank’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor such Subordinated Note Holder shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentBank, and the Subordinating Creditor such Subordinated Note Holder hereby agrees to pay to the AgentBank, upon demand, the full amount so received by the Subordinating Creditor such Subordinated Note Holder during such period of time to the extent necessary fully to restore to the Agent Bank the amount of such Voided Payment. This Upon the payment and satisfaction in full of all of the Senior Obligations, which payment shall be final and not avoidable, this Agreement will automatically terminate upon the indefeasible payment in full in cash of the Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), and the termination of all Revolving Credit Commitmentswithout any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor and the Borrower Credit Parties hereunder shall continue to be fully operative, until all of the Senior Debt Obligations shall have been indefeasibly paid and satisfied in full in cashcash and such full payment and satisfaction shall be final and not avoidable, all Letters of Credit the LC Exposure shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of reduced to zero and the Credit Agreement), and all Revolving Credit Commitments shall have been terminated. To the extent that the Borrower Lenders or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt Obligations makes any payment on the Senior Debt Obligations that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “"Voided Payment”"), then to the extent of such Voided Payment, that portion of the Senior Debt Obligations that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Lender, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of such Lender's initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Lender. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor any holder of Subordinated Debt has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any such Lender’s 's initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been bee invalidated, declared to be fraudulent or preferential or set aside or required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor such holder of Subordinated Debt shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentLender, and the Subordinating Creditor such holder of Subordinated Debt hereby agrees to pay to the Agent, such Lender upon demand, the full amount so received by the Subordinating Creditor such holder of Subordinated Debt during such period of time to the extent necessary fully to restore to the Agent such Lender the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior DebtObligations, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), LC Exposure shall have been reduced to zero and the termination of all the Revolving Credit Commitments, which payment shall be final and no avoidable, this Agreement will automatically terminate without any additional action by any party thereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor Lender and the Borrower Borrowers hereunder shall continue to be fully operative, until all of the Senior Debt shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower Borrowers or any other borrower or guarantor of, or provider of collateral for, for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Secured Party, an Event of Default shall be deemed to have existed and to be continuing under the Credit Agreement from the date of such Secured Party’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Secured Party. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor Lender has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any LenderSecured Party’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor Lender shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the Agentsuch Secured Party, and the Subordinating Creditor Lender hereby agrees to pay to the Agentsuch Secured Party, upon demand, the full amount so received by the Subordinating Creditor Lender during such period of time to time. Upon the extent necessary fully to restore to the Agent the amount of such Voided Payment. This Agreement will automatically terminate upon the indefeasible final and unavoidable payment and satisfaction in full in cash of the all Senior Debt, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement), and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.

Termination of Subordination. This Agreement shall continue in full force and effect, and the obligations and agreements of the Subordinating Creditor and the Borrower Credit Parties hereunder shall continue to be fully operative, until all of the Senior Debt Obligations shall have been indefeasibly paid and satisfied in full in cash, all Letters of Credit cash and such full payment and satisfaction shall have been terminated or shall have expired (or shall have been cash collateralized in accordance with Section 10.3(e) of the Credit Agreement), be final and all Revolving Credit Commitments shall have been terminatednot avoidable. To the extent that the Borrower Issuer or any other borrower or guarantor of, of or provider of collateral for, for the Senior Debt Obligations makes any payment on the Senior Debt Obligations that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any other bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereafter hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt Obligations that had been previously satisfied by such Voided Payment shall be reinstated revived and continue in full force and effect as if such Voided Payment had never been made. In the event that a Voided Payment is recovered from any Noteholder, an Event of Default shall be deemed to have existed and to be continuing under the Note Purchase Agreement from the date of such Noteholder’s initial receipt of such Voided Payment until the full amount of such Voided Payment is restored to such Noteholder. During any continuance of any such Event of Default, this Agreement shall be in full force and effect with respect to the Subordinated Debt. To the extent that the Subordinating Creditor any holder of Subordinated Debt has received any payments with respect to the Subordinated Debt subsequent to the date of Agent’s or any Lendersuch Noteholder’s initial receipt of such Voided Payment and such payments received by the Subordinating Creditor have not been invalidated, declared to be fraudulent or preferential or set aside or required to be repaid to a trustee, receiver receiver, or any other party under the Bankruptcy Act or any other bankruptcy act, state or federal law, common law or equitable cause, the Subordinating Creditor such holder of Subordinated Debt shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of the AgentNoteholders, and the Subordinating Creditor such holder of Subordinated Debt hereby agrees to pay to the Agentsuch Noteholder, upon demand, the full amount so received by the Subordinating Creditor such holder of Subordinated Debt during such period of time to the extent necessary fully to restore to the Agent such Noteholder the amount of such Voided Payment. This Agreement will automatically terminate upon Upon the indefeasible payment and satisfaction in full in cash of all of the Senior DebtObligations, the expiration or termination of all Letters of Credit (or the cash collateralization thereof in accordance with Section 10.3(e) of the Credit Agreement)which payment shall be final and not avoidable, and the termination of all Revolving Credit Commitmentsthis Agreement will automatically terminate without any additional action by any party hereto.