Extract to table

The Company acknowledges and agrees to the subordination of the Subordinated Debt to the Senior Debt and agrees to be bound by the terms and conditions of this Agreement

All capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Senior Loan Agreement or, if not defined therein, in the Note Purchase Agreement, as applicable

The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement

2 — Liquidation; Dissolution; Bankruptcy In the event of any Bankruptcy Event with respect to the Company, or in the event of any dissolution, winding up, liquidation, reorganization, receivership, insolvency proceeding, assignment for the benefit of creditors, marshalling of assets, or any other similar proceeding involving the Company or its assets (each, a "Proceeding"): (a) All Senior Debt shall first be paid and satisfied in full in cash before any payment, distribution, or other consideration of any kind (whether in cash, securities, property, or otherwise) shall be made on account of or applied to the Subordinated Debt

To the extent necessary to effectuate the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property, or securities, that would otherwise be payable or deliverable upon or with respect to the Subordinated Debt shall instead be paid or delivered directly to the Senior Lender (or its agent or representative) for application to the Senior Debt until all Senior Debt shall have been paid and satisfied in full in cash

The parties hereto agree and acknowledge that the conversion of the Subordinated Notes into equity securities of the Company does not constitute a cash payment on the Subordinated Debt and shall not be subject to or restricted by the subordination provisions of this Agreement