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c. If any Lender receives any Proceeds (whether in cash, securities or other property) from any disposition of all or any of the Joint Collateral following an Event of Default at any time prior to the payment in full in cash of the Outstanding Obligations, such Proceeds shall be received in trust for the benefit of the Lenders, and the applicable share of such Proceeds shall be promptly paid over or delivered and transferred to the other Lenders for application in accordance with the terms of this Section 5. 6. The provisions of this Agreement are solely for the purpose of: (a) defining the relative rights of each Lender with respect to the priority of payment of the various obligations of Borrower to Lenders; (b) the priority of each Lender's liens in the Joint Collateral; and (c) the right of each Lender to exercise rights and remedies as creditors of Borrower. Nothing herein shall impair, as between Borrower and each respective Lender, the obligations of Borrower, which are unconditional and absolute, to pay to the Lender the principal and interest thereon and any other liabilities, including but not limited to all fees, costs and expenses pursuant to its respective loan documents, all in accordance with their respective terms but subject in all instances to the terms of this Agreement. 7. The subordinations, agreements, and priorities set forth in this Agreement shall remain in full force and effect regardless of whether any party hereto in the future seeks to rescind, amend, terminate, or reform, by litigation or otherwise, its agreements with Borrower. Upon Payment in Full of a Lender's Loan, such Lender shall have no further rights or obligations pursuant to this Agreement and this Agreement shall terminate. For purposes of this Agreement "Payment in Full" shall mean that such Lender's Loan, including but not limited to principal, interest, fees, costs and expenses related thereto, has been fully and indefeasibly paid and satisfied, and such Lender does not have any further obligation under its respective Loan documents to extend financial accommodations to Borrower. 8. This Agreement shall be applicable both before and after the filing of any petition by or against Borrower under the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.) (the "Bankruptcy Code ") or any other insolvency proceeding and all converted or succeeding cases in respect thereof. The relative rights of the Lenders with respect of any Joint Collateral (including the proceeds thereof) shall continue after the filing of such petition on the same basis as prior to the date of such filing. All references in this Agreement to Borrower will include Borrower as a debtor -in- possession and any receiver, trustee or other estate representative for Borrower in an insolvency proceeding. This Agreement is a "subordination agreement" under section 510(a) of the Bankruptcy Code and shall be enforceable in any insolvency proceeding. 9. Each party to this Agreement represents and warrants to the other parties hereto as follows: 4847 - 8937 - 5025.4 a. Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder. 5 201605357