Subordination. Upon the payment in full of all Senior Indebtedness, the Lender shall be subrogated to all rights of the holders of Senior Indebtedness to receive any further payments or distributions applicable to the Senior Indebtedness until this Agreement shall have been paid in full, and such payments or distributions received by the Lender by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall between the Borrower and its creditors other than the holders of Senior Indebtedness, on the one hand, and the Lender, on the other hand, be deemed to be a payment by the Borrower on account of the Senior Indebtedness and not on account of this Agreement.

Subordination. UponPayments in Contravention of this Agreement; Subrogation. Any payment made by any one or more of the paymentObligors and received by Subordinated Creditor in violation of any provision of this Agreement shall be held in trust by Subordinated Creditor for Senior Lender and the Senior Secured Parties and shall be promptly delivered, in kind, to Senior Lender to the extent necessary to pay in full of all Senior Indebtedness, the LenderDebt in accordance with its terms. Upon all Senior Debt being Paid in Full, Subordinated Creditor shall be subrogated to all rights of the holders of Senior IndebtednessLender and each Senior Secured Party to receive anyall further payments or distributions applicable to the Senior IndebtednessDebt until this Agreementthe Subordinated Debt shall have been paid in full,full but only to the extent of payments on the Subordinated Debt paid to Senior Lender and suchany Senior Secured Party pursuant to this Agreement and subject to the terms of any other subordination or comparable agreement applicable to the Subordinated Debt. For purposes of Subordinated Creditor’s subrogation rights hereunder, payments or distributions received byto Senior Lender and any Senior Secured Party with respect to the Senior Debt that Subordinated Creditor would have been entitled to receive with respect to the Subordinated Debt but for the provisions of this Agreement shall not, as between any Obligor, its creditors (other than Senior Lender by reasonand any Senior Secured Party), Subordinated Creditor, be deemed payments with respect to the Senior Debt, but rather shall be deemed payments with respect to the Subordinated Debt, it being understood that the provisions of such subrogation,this Agreement are solely for the purpose of cash, securities or other property which otherwise would be paid or distributed todefining the relative rights of the holders of Senior Indebtedness, shall between the Borrower and its creditors other than the holders of Senior Indebtedness,Debt, on the one hand, and the Lender,holders of the Subordinated Debt, on the other hand, be deemed to be a payment by the Borrower on account of the Senior Indebtedness and not on account of this Agreement.hand.