Common use of Subordination of Indebtedness and Liens Clause in Contracts

Subordination of Indebtedness and Liens. The payment of any and all principal of and interest on all indebtedness of Borrower to the Guarantor, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, now or hereafter existing, due or to become due to Guarantor under any and all circumstances, including, without limitation, any rights of subrogation of Guarantor in respect of any payment by Guarantor under this Guaranty Agreement (herein called the “Subordinated Debt”), shall in all respects be subordinate and junior in right of payment and enforcement to the prior payment and enforcement in full of the Guaranteed Obligations as provided in this Section. Except to the extent, if any, as may be expressly permitted by the Loan and Security Agreement, no payment shall be made on or with respect to the Subordinated Debt unless and until the Guaranteed Obligations shall have been paid and performed in full. In the event that Guarantor shall receive any payment on account of the Subordinated Debt in violation of this Section, Guarantor will hold, or cause to be held (as the case may be), any amount so received in trust for the benefit of Administrative Agent and the other Lender Parties and will forthwith deliver, or cause to be delivered (as the case may be), such payment to Administrative Agent, in the form received, to be applied to the Guaranteed Obligations. All security interests and liens, if any, at any time securing payment of all or any part of the Subordinated Debt (herein called the “Subordinated Liens”) shall be and remain inferior and subordinate to the security interests and liens securing payment of all or any part of the Guaranteed Obligations, regardless of whether such Subordinated Liens presently exist or are hereafter created or when such Subordinated Liens were created, perfected, filed, or recorded (provided that the foregoing shall not be interpreted or deemed to allow the existence of any security interests or liens that are prohibited by the Loan Documents). Guarantor shall not exercise or enforce any creditors’ rights or remedies that it may have against Borrower, or foreclose, repossess, sequester, or otherwise institute any action or proceeding (whether judicial or otherwise, including, without limitation, the commencement of, or joinder in, any bankruptcy, insolvency, reorganization, liquidation, receivership, or other debtor relief law) to enforce the Subordinated Debt or any Subordinated Lien on any assets of Borrower unless and until the Guaranteed Obligations shall have been paid and performed in full. The terms and provisions of this Section are given by Guarantor as additional rights and benefits to any and all other subordination agreements heretofore, concurrently herewith, or hereafter executed by Guarantor to or in favor of Administrative Agent and the Lenders, and nothing in this Guaranty Agreement shall be deemed to in any way negate or replace any other such previous, concurrent, or subsequent subordination agreements.

Subordination of Indebtedness and Liens. The payment of any and all principal of and interest on all indebtedness Debt of any Borrower to the any Guarantor, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, now or hereafter existing, due or to become due to such Guarantor under any and all circumstances, including, without limitation, any rights of subrogation of such Guarantor in respect of any payment by such Guarantor under this Guaranty Agreement (herein called the “Subordinated Debt”), shall in all respects be subordinate and junior in right of payment and enforcement to the prior payment and enforcement in full of the Guaranteed Obligations as provided in this Section. Except to the extent, if any, as may be expressly permitted by the Loan and Security Agreement, no payment shall be made on or with respect to the Subordinated Debt unless and until the Guaranteed Obligations shall have been paid and performed in full. In the event that any Guarantor shall receive any payment on account of the Subordinated Debt in violation of this Section, such Guarantor will hold, or cause to be held (as the case may be), any amount so received in trust for the benefit of Administrative Agent and the other Lender Parties and will forthwith deliver, or cause to be delivered (as the case may be), such payment to Administrative AgentLender, in the form received, to be applied to the Guaranteed Obligations. All security interests and liens, if any, at any time securing payment of all or any part of the Subordinated Debt (herein called the “Subordinated Liens”) shall be and remain inferior and subordinate to the security interests and liens securing payment of all or any part of the Guaranteed Obligations, regardless of whether such Subordinated Liens presently exist or are hereafter created or when such Subordinated Liens were created, perfected, filed, or recorded (provided that the foregoing shall not be interpreted or deemed to allow the existence of any security interests or liens that are prohibited by the Loan Documents). No Guarantor shall not exercise or enforce any creditors’ rights or remedies that it may have against any Borrower, or foreclose, repossess, sequester, or otherwise institute any action or proceeding (whether judicial or otherwise, including, without limitation, the commencement of, or joinder in, any bankruptcy, insolvency, reorganization, liquidation, receivership, or other debtor relief law) to enforce the Subordinated Debt or any Subordinated Lien on any assets of any Borrower unless and until the Guaranteed Obligations shall have been paid and performed in full. The terms and provisions of this Section are given by Guarantor Guarantors as additional rights and benefits to any and all other subordination agreements heretofore, concurrently herewith, or hereafter executed by any Guarantor to or in favor of Administrative Agent and the LendersLender, and nothing in this Guaranty Agreement shall be deemed to in any way negate or replace any other such previous, concurrent, or subsequent subordination agreements.

Subordination of Indebtedness and Liens. The payment of any and all principal of and interest on all indebtedness of Borrower to the GuarantorBorrower, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, now or hereafter existing, due or to become due to any Guarantor under any and all circumstances(such amount, includingcollectively, without limitation, any rights of subrogation of Guarantor in respect of any payment by Guarantor under this Guaranty Agreement (herein called the “"Subordinated Debt”"), shall in all respects be subordinate and junior in right of payment and enforcement to the prior payment and enforcement in full of the Guaranteed Obligations as provided in this SectionParagraph 12. Except to the extent, if any, as may be expressly permitted by Section 9.4 of the Loan and Security Credit Agreement, no payment shall be made on or with respect to the Subordinated Debt (whether owed to any Guarantor or any Affiliate of a Guarantor) unless and until the Guaranteed Obligations shall have been paid and performed in full. In the event that any Guarantor or any Affiliate of a Guarantor shall receive any payment on account of the Subordinated Debt in violation of this SectionParagraph 12, such Guarantor will hold, or cause to be held (as the case may be), any amount so received in trust for the benefit of the Administrative Agent and the other Lender Parties Lenders and will forthwith deliver, or cause to be delivered (as the case may be), such payment to the Administrative AgentAgent and the Lenders, in the form received, to be applied to the Guaranteed Obligations. All security interests and liens, Liens (if any, at any time ) securing payment of all or any part of the Subordinated Debt (herein called the “"Subordinated Liens”") shall be and remain inferior and subordinate to the security interests and liens Liens (if any) securing payment of all or any part of the Guaranteed Obligations, regardless of whether such Subordinated Liens presently exist or are hereafter created or when such Subordinated Liens were created, perfected, filed, or recorded (provided that the foregoing shall not be interpreted or deemed to allow the existence of any security interests or liens that are prohibited by the Loan Documents)recorded. No Guarantor shall not exercise or enforce any creditors’ ' rights or remedies that it may have against Borrower, Borrower or foreclose, repossess, sequester, or otherwise institute any action or proceeding (whether judicial or otherwise, including, without limitation, the commencement of, or joinder in, any bankruptcy, insolvency, reorganization, liquidation, receivership, or other debtor relief law) to enforce the Subordinated Debt or any Subordinated Lien on any assets of Borrower or any other Person unless and until the Guaranteed Obligations shall have been paid and performed in full. The terms and provisions of this Section Paragraph 12 are given by each Guarantor as additional rights and benefits to any and all other subordination agreements heretofore, concurrently herewith, herewith or hereafter executed by any Guarantor to or in favor of the Administrative Agent and the Lenders, and nothing in this Guaranty Agreement shall ever be deemed to in any way negate or replace any other such previous, concurrent, or subsequent subordination agreements. All promissory notes, accounts receivable ledgers, and other evidences of the Subordinated Debt, and all mortgages, deed of trusts, security agreements, assignments, and other security documents evidencing the Subordinated Liens, shall contain a specific written notice that the indebtedness and Liens evidenced thereby are subordinated as provided in this Paragraph 12.

Subordination of Indebtedness and Liens. The payment of any and all principal of and interest on all indebtedness of Borrower to the GuarantorBorrower, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several, several or joint and several, now or hereafter existing, due or to become due to Guarantor under any and all circumstances, including, without limitation, any rights of subrogation of Guarantor in respect of any payment by Guarantor under this Guaranty Agreement (herein called the “"Subordinated Debt”"), shall in all respects be subordinate and junior in right of payment and enforcement to the prior payment and enforcement in full of the Guaranteed Obligations as provided in this SectionParagraph 12. Except to the extent, if any, as may be expressly permitted by the Loan and Security Credit Agreement, no payment shall be made on or with respect to the Subordinated Debt (whether owed to Guarantor or any Affiliate of Guarantor) unless and until the Guaranteed Obligations shall have been paid and performed in full. In the event that Guarantor or any Affiliate of Guarantor shall receive any payment on account of the Subordinated Debt in violation of this SectionXxxxxxxxx 00, Guarantor Xxxxxxxxx will hold, or cause to be held (as the case may be), any amount so received in trust for the benefit of Administrative Agent and the other Lender Parties Lenders and will forthwith deliver, or cause to be delivered (as the case may be), such payment to Administrative Agent, in the form received, to be applied to the Guaranteed Obligations. All security interests and liens, Liens (if any, at any time ) securing payment of all or any part of the Subordinated Debt (herein called the “"Subordinated Liens”") shall be and remain inferior and subordinate to the security interests and liens Liens securing payment of all or any part of the Guaranteed Obligations, regardless of whether such Subordinated Liens presently exist or are hereafter created or when such Subordinated Liens were created, perfected, filed, filed or recorded (provided that the foregoing shall not be interpreted or deemed to allow the existence of any security interests or liens that are prohibited by the Loan Documents)recorded. Guarantor shall not exercise or enforce any creditors’ ' rights or remedies that it may have against Borrower, Borrower or foreclose, repossess, sequester, sequester or otherwise institute any action or proceeding (whether judicial or otherwise, including, without limitation, the commencement of, or joinder in, any bankruptcy, insolvency, reorganization, liquidation, receivership, receivership or other debtor relief law) to enforce the Subordinated Debt or any Subordinated Lien on any assets of Borrower or any other Person unless and until the Guaranteed Obligations shall have been irrevocably paid and performed in full. The terms and provisions of this Section Paragraph 12 are given by Guarantor as additional rights rights, remedies and benefits to any and all other subordination agreements heretofore, concurrently herewith, herewith or hereafter executed by Guarantor to or in favor of Administrative Agent and the Lendersor any Lender, and nothing in this Guaranty Agreement shall ever be deemed to in any way negate or replace any other such previous, concurrent, concurrent or subsequent subordination agreements. All promissory notes, accounts receivable ledgers and other evidences of the Subordinated Debt, and all mortgages, deed of trusts, security agreements, assignments and other security documents evidencing the Subordinated Liens, shall contain a specific written notice that the indebtedness and Liens evidenced thereby are subordinated as provided in this Paragraph 12.

Subordination of Indebtedness and Liens. The payment of any and all principal of and interest on all indebtedness of Borrower to the GuarantorBorrower, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several, several or joint and several, now or hereafter existing, due or to become due to Guarantor under any and all circumstances, including, without limitation, any rights of subrogation of (the "Guarantor in respect of any payment by Guarantor under this Guaranty Agreement (herein called the “Subordinated Debt”"), shall in all respects be subordinate and junior in right of payment and enforcement to the prior payment and enforcement in full of the Guaranteed Obligations as provided in this Sectionparagraph 12. Except to the extent, if any, as may be expressly permitted by the Loan and Security Credit Agreement, no payment shall be made on or with respect to the Subordinated Guarantor Debt unless and until the Guaranteed Obligations shall have been paid and performed in full. In the event that Guarantor or any Affiliate of Guarantor shall receive any payment on account of the Subordinated Guarantor Debt in violation of this Sectionparagraph 12, Guarantor will hold, or cause to be held (as the case may be), any amount so received in trust for the benefit of Administrative Agent and the other Lender Parties Lenders and will forthwith deliver, or cause to be delivered (as the case may be), such payment to Administrative Agent, in the form received, to be applied to the Guaranteed Obligations. All assignments, liens, pledges and security interests and liens, (if any, at any time ) securing payment of all or any part of the Subordinated Guarantor Debt (herein called the “"Subordinated Liens”") shall be and remain inferior and subordinate to the assignments, liens, pledges and security interests and liens (if any) securing payment of all or any part of the Guaranteed Obligations, regardless of whether such Subordinated Liens presently exist or are hereafter created or when such Subordinated Liens were created, perfected, filed, filed or recorded (provided that the foregoing shall not be interpreted or deemed to allow the existence of any security interests or liens that are prohibited by the Loan Documents)recorded. Guarantor shall not exercise or enforce any creditors’ rights or remedies that it may have against Borrower, or foreclose, repossess, sequester, or otherwise institute any action or proceeding (whether judicial or otherwise, including, without limitation, the commencement of, or joinder in, any bankruptcy, insolvency, reorganization, liquidation, receivership, or other debtor relief law) to enforce the Subordinated Debt or any Subordinated Lien on any assets of Borrower unless and until the Guaranteed Obligations shall have been paid and performed in full. The terms and provisions of this Section are given by Guarantor as additional rights and benefits to any and all other subordination agreements heretofore, concurrently herewith, or hereafter executed by Guarantor to or in favor of Administrative Agent and the Lenders, and nothing in this Guaranty Agreement shall be deemed to in any way negate or replace any other such previous, concurrent, or subsequent subordination agreements.or

Subordination of Indebtedness and Liens. The payment of any and all principal of and interest on all indebtedness of Borrower to the GuarantorBorrower, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several, several or joint and several, now or hereafter existing, due or to become due to Guarantor under any and all circumstances, including, without limitation, any rights of subrogation of Guarantor in respect of any payment by Guarantor under this Guaranty Agreement (herein called the “"Subordinated Debt”"), shall in all respects be subordinate and junior in right of payment and enforcement to the prior payment and enforcement in full of the Guaranteed Obligations as provided in this SectionParagraph 12. Except to the extent, if any, as may be expressly permitted by the Loan Credit Agreement and Security Agreementexcept for the payment of license fees payable by Borrower to Guarantor in the ordinary course of business in connection with Intellectual Property and payable when no Event of Default exists, no payment shall be made on or with respect to the Subordinated Debt (whether owed to Guarantor or any Affiliate of Guarantor) unless and until the Guaranteed Obligations shall have been paid and performed in full. In the event that Guarantor or any Affiliate of Guarantor shall receive any payment on account of the Subordinated Debt in violation of this SectionXxxxxxxxx 00, Guarantor Xxxxxxxxx will hold, or cause to be held (as the case may be), any amount so received in trust for the benefit of Administrative Agent and the other Lender Parties Lenders and will forthwith deliver, or cause to be delivered (as the case may be), such payment to Administrative Agent, in the form received, to be applied to the Guaranteed Obligations. All security interests and liens, Liens (if any, at any time ) securing payment of all or any part of the Subordinated Debt (herein called the “"Subordinated Liens”") shall be and remain inferior and subordinate to the security interests and liens Liens securing payment of all or any part of the Guaranteed Obligations, regardless of whether such Subordinated Liens presently exist or are hereafter created or when such Subordinated Liens were created, perfected, filed, filed or recorded (provided that the foregoing shall not be interpreted or deemed to allow the existence of any security interests or liens that are prohibited by the Loan Documents)recorded. Guarantor shall not exercise or enforce any creditors’ ' rights or remedies that it may have against Borrower, Borrower or foreclose, repossess, sequester, sequester or otherwise institute any action or proceeding (whether judicial or otherwise, including, without limitation, the commencement of, or joinder in, any bankruptcy, insolvency, reorganization, liquidation, receivership, receivership or other debtor relief law) to enforce the Subordinated Debt or any Subordinated Lien on any assets of Borrower or any other Person unless and until the Guaranteed Obligations shall have been irrevocably paid and performed in full. The terms and provisions of this Section Paragraph 12 are given by Guarantor as additional rights rights, remedies and benefits to any and all other subordination agreements heretofore, concurrently herewith, herewith or hereafter executed by Guarantor to or in favor of Administrative Agent and the Lendersor any Lender, and nothing in this Guaranty Agreement shall ever be deemed to in any way negate or replace any other such previous, concurrent, concurrent or subsequent subordination agreements. All promissory notes, accounts receivable ledgers and other evidences of the Subordinated Debt, and all mortgages, deed of trusts, security agreements, assignments and other security documents evidencing the Subordinated Liens, shall contain a specific written notice that the indebtedness and Liens evidenced thereby are subordinated as provided in this Paragraph 12.

Subordination of Indebtedness and Liens. The payment of any and all principal of and interest on all indebtedness of Borrower to the Guarantorany Borrower, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, now or hereafter existing, due or to become due to Guarantor under any and all circumstances, including, without limitation, any rights of subrogation of the Guarantor in respect of any payment by the Guarantor under this Guaranty Agreement (herein called the “"Subordinated Debt”"), shall in all respects be subordinate and junior in right of payment and enforcement to the prior payment and enforcement in full of the Guaranteed Obligations as provided in this Sectionparagraph. Except to the extent, if any, as may be expressly permitted by the Loan and Security Credit Agreement, no payment shall be made on or with respect to the Subordinated Debt unless and until the Guaranteed Obligations shall have been paid and performed in full. In the event that the Guarantor shall receive any payment on account of the Subordinated Debt in violation of this Sectionparagraph, the Guarantor will hold, or cause to be held (as the case may be), any amount so received in trust for the benefit of Administrative Agent the Collateral Agent, for the benefit of the Agents and the other Lender Parties Lenders, and will forthwith deliver, or cause to be delivered (as the case may be), such payment to Administrative the Collateral Agent, in the form received, to be applied to the Guaranteed Obligations. All security interests and liensLiens, if any, at any time securing payment of all or any part of the Subordinated Debt (herein called the “"Subordinated Liens”") shall be and remain inferior and subordinate to the security interests and liens Liens securing payment of all or any part of the Guaranteed Obligations, regardless of whether such Subordinated Liens presently exist or are hereafter created or when such Subordinated Liens were created, perfected, filed, or recorded (provided that the foregoing shall not be interpreted or deemed to allow the existence of any security interests or liens that are such Liens to the extent otherwise prohibited by the Loan Credit Documents). The Guarantor shall not exercise or enforce any creditors’ ' rights or remedies that it may have against any Borrower, or foreclose, repossess, sequester, or otherwise institute any action or proceeding (whether judicial or otherwise, including, without limitation, the commencement of, or joinder in, any bankruptcy, insolvency, reorganization, liquidation, receivership, or other debtor relief law) to enforce the Subordinated Debt or any Subordinated Lien on any assets of any Borrower unless and until the Guaranteed Obligations shall have been paid and performed in full. The terms and provisions of this Section paragraph are given by the Guarantor as additional rights and benefits to any and all other subordination agreements heretofore, concurrently herewith, or hereafter executed by the Guarantor to or in favor of Administrative any Agent and the Lendersor any Lender, and nothing in this Guaranty Agreement shall be deemed to in any way negate or replace any other such previous, concurrent, or subsequent subordination agreements. All promissory notes, ledgers, and other evidences of the Subordinated Debt, and all mortgages, deed of trusts, security agreements, assignments, and other security documents, if any, at any time evidencing the Subordinated Liens, shall contain a specific written notice that the indebtedness and Liens evidenced thereby are subordinated as provided in this paragraph.

Subordination of Indebtedness and Liens. The payment of any and all principal of and interest on all indebtedness of Borrower to the GuarantorBorrower, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, now or hereafter existing, due or to become due to any Guarantor under any and all circumstances(such amount, includingcollectively, without limitation, any rights of subrogation of Guarantor in respect of any payment by Guarantor under this Guaranty Agreement (herein called the “Subordinated Debt”), shall in all respects be subordinate and junior in right of payment and enforcement to the prior payment and enforcement in full of the Guaranteed Obligations as provided in this SectionParagraph 12. Except to in the extent, if any, as may be expressly permitted by ordinary course of business of Borrower and the Loan and Security AgreementGuarantors, no payment shall be made on or with respect to the Subordinated Debt (whether owed to any Guarantor or any Affiliate of a Guarantor) unless and until the Guaranteed Obligations shall have been paid and performed in full. In the event that any Guarantor or any Affiliate of a Guarantor shall receive any payment on account of the Subordinated Debt in violation of this SectionParagraph 12, such Guarantor will hold, or cause to be held (as the case may be), any amount so received in trust for the benefit of the Administrative Agent and the other Lender Parties Lenders and will forthwith deliver, or cause to be delivered (as the case may be), such payment to the Administrative AgentAgent and the Lenders, in the form received, to be applied to the Guaranteed Obligations. All security interests and liens, Liens (if any, at any time ) securing payment of all or any part of the Subordinated Debt (herein called the “Subordinated Liens”) shall be and remain inferior and subordinate to the security interests and liens Liens (if any) securing payment of all or any part of the Guaranteed Obligations, regardless of whether such Subordinated Liens presently exist or are hereafter created or when such Subordinated Liens were created, perfected, filed, or recorded (provided that the foregoing shall not be interpreted or deemed to allow the existence of any security interests or liens that are prohibited by the Loan Documents)recorded. No Guarantor shall not exercise or enforce any creditors’ rights or remedies that it may have against Borrower, Borrower or foreclose, repossess, sequester, or otherwise institute any action or proceeding (whether judicial or otherwise, including, without limitation, the commencement of, or joinder in, any bankruptcy, insolvency, reorganization, liquidation, receivership, or other debtor relief law) to enforce the Subordinated Debt or any Subordinated Lien on any assets of Borrower or any other Person unless and until the Guaranteed Obligations shall have been paid and performed in full. The terms and provisions of this Section Paragraph 12 are given by each Guarantor as additional rights and benefits to any and all other subordination agreements heretofore, concurrently herewith, herewith or hereafter executed by any Guarantor to or in favor of the Administrative Agent and the Lenders, and nothing in this Guaranty Agreement shall ever be deemed to in any way negate or replace any other such previous, concurrent, or subsequent subordination agreements. All promissory notes, accounts receivable ledgers, and other evidences of the Subordinated Debt, and all mortgages, deed of trusts, security agreements, assignments, and other security documents evidencing the Subordinated Liens, shall contain a specific written notice that the indebtedness and Liens evidenced thereby are subordinated as provided in this Paragraph 12.

Subordination of Indebtedness and Liens. The payment of any and all principal of and interest on all indebtedness of Borrower to the Guarantorany Borrower, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, now or hereafter existing, due or to become due to Guarantor under any and all circumstances, including, without limitation, any rights of subrogation of each Guarantor in respect of any payment by such Guarantor under this Guaranty Agreement (herein called the “"Subordinated Debt”"), shall in all respects be subordinate and junior in right of payment and enforcement to the prior payment and enforcement in full of the Guaranteed Obligations as provided in this Sectionparagraph. Except to the extent, if any, as may be expressly permitted by the Loan and Security Credit Agreement, no payment shall be made on or with respect to the Subordinated Debt unless and until the Guaranteed Obligations shall have been paid and performed in full. In the event that any Guarantor shall receive any payment on account of the Subordinated Debt in violation of this Sectionparagraph, such Guarantor will hold, or cause to be held (as the case may be), any amount so received in trust for the benefit of Administrative Agent the Collateral Agent, for the benefit of the Agents and the other Lender Parties Lenders, and will forthwith deliver, or cause to be delivered (as the case may be), such payment to Administrative the Collateral Agent, in the form received, to be applied to the Guaranteed Obligations. All security interests and liensLiens, if any, at any time securing payment of all or any part of the Subordinated Debt (herein called the “"Subordinated Liens”") shall be and remain inferior and subordinate to the security interests and liens Liens securing payment of all or any part of the Guaranteed Obligations, regardless of whether such Subordinated Liens presently exist or are hereafter created or when such Subordinated Liens were created, perfected, filed, or recorded (provided that the foregoing shall not be interpreted or deemed to allow the existence of any security interests or liens that are such Liens to the extent otherwise prohibited by the Loan Credit Documents). Each Guarantor shall not exercise or enforce any creditors’ ' rights or remedies that it may have against any Borrower, or foreclose, repossess, sequester, or otherwise institute any action or proceeding (whether judicial or otherwise, including, without limitation, the commencement of, or joinder in, any bankruptcy, insolvency, reorganization, liquidation, receivership, or other debtor relief law) to enforce the Subordinated Debt or any Subordinated Lien on any assets of any Borrower unless and until the Guaranteed Obligations shall have been paid and performed in full. The terms and provisions of this Section paragraph are given by each Guarantor as additional rights and benefits to any and all other subordination agreements heretofore, concurrently herewith, or hereafter executed by such Guarantor to or in favor of Administrative any Agent and the Lendersor any Lender, and nothing in this Guaranty Agreement shall be deemed to in any way negate or replace any other such previous, concurrent, or subsequent subordination agreements. All promissory notes, ledgers, and other evidences of the Subordinated Debt, and all mortgages, deed of trusts, security agreements, assignments, and other security documents, if any, at any time evidencing the Subordinated Liens, shall contain a specific written notice that the indebtedness and Liens evidenced thereby are subordinated as provided in this paragraph.

Subordination of Indebtedness and Liens. The payment of any and all principal of and interest on all indebtedness Debt of any Borrower to the Guarantor, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, now or hereafter existing, due or to become due to Guarantor under any and all circumstances, including, without limitation, any rights of subrogation of Guarantor in respect of any payment by Guarantor under this Guaranty Agreement (herein called the “"Subordinated Debt”"), shall in all respects be subordinate and junior in right of payment and enforcement to the prior payment and enforcement in full of the Guaranteed Obligations as provided in this SectionSection (excluding contingent Guaranteed Obligations that survive termination of the Loan Agreement and this Guaranty Agreement in accordance with the terms hereof and thereof). Except to the extent, if any, as may be expressly permitted by the Loan and Security Agreement, no payment shall be made on or with respect to the Subordinated Debt unless and until the Guaranteed Obligations shall have been paid and performed in fullfull (excluding contingent Guaranteed Obligations that survive termination of the Loan Agreement and this Guaranty Agreement in accordance with the terms hereof and thereof). In the event that Guarantor shall receive any payment on account of the Subordinated Debt in violation of this Section, Guarantor will hold, or cause to be held (as the case may be), any amount so received in trust for the benefit of Administrative Agent and the other Lender Parties and will forthwith deliver, or cause to be delivered (as the case may be), such payment to Administrative Agent, in the form received, to be applied to the Guaranteed Obligations. All security interests and liens, if any, at any time securing payment of all or any part of the Subordinated Debt (herein called the “"Subordinated Liens”") shall be and remain inferior and subordinate to the security interests and liens securing payment of all or any part of the Guaranteed Obligations, regardless of whether such Subordinated Liens presently exist or are hereafter created or when such Subordinated Liens were created, perfected, filed, or recorded (provided that the foregoing shall not be interpreted or deemed to allow the existence of any security interests or liens that are prohibited by the Loan Documents). Guarantor shall not exercise or enforce any creditors’ ' rights or remedies that it may have against any Borrower, or foreclose, repossess, sequester, or otherwise institute any action or proceeding (whether judicial or otherwise, including, without limitation, the commencement of, or joinder in, any bankruptcy, insolvency, reorganization, liquidation, receivership, or other debtor relief law) to enforce the Subordinated Debt or any Subordinated Lien on any assets of any Borrower unless and until the Guaranteed Obligations shall have been paid and performed in fullfull (excluding contingent Guaranteed Obligations that survive termination of the Loan Agreement and this Guaranty Agreement in accordance with the terms hereof and thereof). The terms and provisions of this Section are given by Guarantor as additional rights and benefits to any and all other subordination agreements heretofore, concurrently herewith, or hereafter executed by Guarantor to or in favor of Administrative Agent and the Lendersother Lender Parties, and nothing in this Guaranty Agreement shall be deemed to in any way negate or replace any other such previous, concurrent, or subsequent subordination agreements.. GUARANTY AGREEMENT (BLONDER TONGUE FAR EAST, LLC) - Page 7 DAL 79534189v4

Subordination of Indebtedness and Liens. The payment of any and all principal of and interest on all indebtedness of Borrower to the Guarantorany Borrower, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, now or hereafter existing, due or to become due to Guarantor under any and all circumstances, including, without limitation, any rights of subrogation of the Guarantor in respect of any payment by the Guarantor under this Guaranty Agreement (herein called the “"Subordinated Debt”"), shall in all respects be subordinate and junior in right of payment and enforcement to the prior payment and enforcement in full of the Guaranteed Obligations as provided in this Sectionparagraph. Except to the extent, if any, as may be expressly permitted by the Loan and Security Credit Agreement, no payment shall be made on or with respect to the Subordinated Debt unless and until the Guaranteed Obligations shall have been paid and performed in full. In the event that the Guarantor shall receive any payment on account of the Subordinated Debt in violation of this Sectionparagraph, the Guarantor will hold, or cause to be held (as the case may be), any amount so received in trust for the benefit of Administrative the Agent, for the benefit of the Agent and the other Lender Parties Lenders, and will forthwith deliver, or cause to be delivered (as the case may be), such payment to Administrative the Agent, in the form received, to be applied to the Guaranteed Obligations. All security interests and liensLiens, if any, at any time securing payment of all or any part of the Subordinated Debt (herein called the “"Subordinated Liens”") shall be and remain inferior and subordinate to the security interests and liens Liens securing payment of all or any part of the Guaranteed Obligations, regardless of whether such Subordinated Liens presently exist or are hereafter created or when such Subordinated Liens were created, perfected, filed, or recorded (provided that the foregoing shall not be interpreted or deemed to allow the existence of any security interests or liens that are such Liens to the extent otherwise prohibited by the Loan Documents). The Guarantor shall not exercise or enforce any creditors’ ' rights or remedies that it may have against any Borrower, or foreclose, repossess, sequester, or otherwise institute any action or proceeding (whether judicial or otherwise, including, without limitation, the commencement of, or joinder in, any bankruptcy, insolvency, reorganization, liquidation, receivership, or other debtor relief law) to enforce the Subordinated Debt or any Subordinated Lien on any assets of any Borrower unless and until the Guaranteed Obligations shall have been paid and performed in full. The terms and provisions of this Section paragraph are given by the Guarantor as additional rights and benefits to any and all other subordination agreements heretofore, concurrently herewith, or hereafter executed by the Guarantor to or in favor of Administrative the Agent and the Lendersor any Lender, and nothing in this Guaranty Agreement shall be deemed to in any way negate or replace any other such previous, concurrent, or subsequent subordination agreements. All promissory notes, ledgers, and other evidences of the Subordinated Debt, and all mortgages, deed of trusts, security agreements, assignments, and other security documents, if any, at any time evidencing the Subordinated Liens, shall contain a specific written notice that the indebtedness and Liens evidenced thereby are subordinated as provided in this paragraph.

Subordination of Indebtedness and Liens. The payment of any and all principal of and interest on all indebtedness of Borrower to the GuarantorBorrower, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several, several or joint and several, now or hereafter existing, due or to become due to Guarantor under any and all circumstances, including, without limitation, any rights of subrogation of Guarantor in respect of any payment by Guarantor under this Guaranty Agreement (herein called the “"Subordinated Debt”"), shall in all respects be subordinate and junior in right of payment and enforcement to the prior payment and enforcement in full of the Guaranteed Obligations as provided in this SectionParagraph 12. Except to the extent, if any, as may be expressly permitted by the Loan and Security Credit Agreement, no payment shall be made on or with respect to the Subordinated Debt (whether owed to Guarantor or any Affiliate of Guarantor) unless and until the Guaranteed Obligations shall have been paid and performed in full. In the event that Guarantor or any Affiliate of Guarantor shall receive any payment on account of the Subordinated Debt in violation of this SectionParaxxxxx 00, Guarantor will Xxxxxxxxx xxxl hold, or cause to be held (as the case may be), any amount so received in trust for the benefit of Administrative Agent and the other Lender Parties Lenders and will forthwith deliver, or cause to be delivered (as the case may be), such payment to Administrative Agent, in the form received, to be applied to the Guaranteed Obligations. All security interests and liens, Liens (if any, at any time ) securing payment of all or any part of the Subordinated Debt (herein called the “"Subordinated Liens”") shall be and remain inferior and subordinate to the security interests and liens Liens securing payment of all or any part of the Guaranteed Obligations, regardless of whether such Subordinated Liens presently exist or are hereafter created or when such Subordinated Liens were created, perfected, filed, filed or recorded (provided that the foregoing shall not be interpreted or deemed to allow the existence of any security interests or liens that are prohibited by the Loan Documents)recorded. Guarantor shall not exercise or enforce any creditors’ ' rights or remedies that it may have against Borrower, Borrower or foreclose, repossess, sequester, sequester or otherwise institute any action or proceeding (whether judicial or otherwise, including, without limitation, the commencement of, or joinder in, any bankruptcy, insolvency, reorganization, liquidation, receivership, receivership or other debtor relief law) to enforce the Subordinated Debt or any Subordinated Lien on any assets of Borrower or any other Person unless and until the Guaranteed Obligations shall have been irrevocably paid and performed in full. The terms and provisions of this Section Paragraph 12 are given by Guarantor as additional rights rights, remedies and benefits to any and all other subordination agreements heretofore, concurrently herewith, herewith or hereafter executed by Guarantor to or in favor of Administrative Agent and the Lendersor any Lender, and nothing in this Guaranty Agreement shall ever be deemed to in any way negate or replace any other such previous, concurrent, concurrent or subsequent subordination agreements. Guarantor shall make all reasonable efforts to ensure that all promissory notes, accounts receivable ledgers and other evidences of the Subordinated Debt, and all mortgages, deeds of trust, security agreements, assignments and other security documents evidencing the Subordinated Liens, shall contain a specific written notice that the indebtedness and Liens evidenced thereby are subordinated as provided in this Paragraph 12.

Subordination of Indebtedness and Liens. The payment of any and all principal of and interest on all indebtedness of Borrower to the Guarantorany Borrower, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, now or hereafter existing, due or to become due to Guarantor under any and all circumstances, including, without limitation, any rights of subrogation of each Guarantor in respect of any payment by such Guarantor under this Guaranty Agreement (herein called the “"Subordinated Debt”"), shall in all respects be subordinate and junior in right of payment and enforcement to the prior payment and enforcement in full of the Guaranteed Obligations as provided in this Sectionparagraph. Except to the extent, if any, as may be expressly permitted by the Loan and Security Credit Agreement, no payment shall be made on or with respect to the Subordinated Debt unless and until the Guaranteed Obligations shall have been paid and performed in full. In the event that any Guarantor shall receive any payment on account of the Subordinated Debt in violation of this Sectionparagraph, such Guarantor will hold, or cause to be held (as the case may be), any amount so received in trust for the benefit of Administrative the Agent, for the benefit of the Agent and the other Lender Parties Lenders, and will forthwith deliver, or cause to be delivered (as the case may be), such payment to Administrative the Agent, in the form received, to be applied to the Guaranteed Obligations. All security interests and liensLiens, if any, at any time securing payment of all or any part of the Subordinated Debt (herein called the “"Subordinated Liens”") shall be and remain inferior and subordinate to the security interests and liens Liens securing payment of all or any part of the Guaranteed Obligations, regardless of whether such Subordinated Liens presently exist or are hereafter created or when such Subordinated Liens were created, perfected, filed, or recorded (provided that the foregoing shall not be interpreted or deemed to allow the existence of any security interests or liens that are such Liens to the extent otherwise prohibited by the Loan Documents). Each Guarantor shall not exercise or enforce any creditors’ ' rights or remedies that it may have against any Borrower, or foreclose, repossess, sequester, or otherwise institute any action or proceeding (whether judicial or otherwise, including, without limitation, the commencement of, or joinder in, any bankruptcy, insolvency, reorganization, liquidation, receivership, or other debtor relief law) to enforce the Subordinated Debt or any Subordinated Lien on any assets of any Borrower unless and until the Guaranteed Obligations shall have been paid and performed in full. The terms and provisions of this Section paragraph are given by each Guarantor as additional rights and benefits to any and all other subordination agreements heretofore, concurrently herewith, or hereafter executed by such Guarantor to or in favor of Administrative the Agent and the Lendersor any Lender, and nothing in this Guaranty Agreement shall be deemed to in any way negate or replace any other such previous, concurrent, or subsequent subordination agreements. All promissory notes, ledgers, and other evidences of the Subordinated Debt, and all mortgages, deed of trusts, security agreements, assignments, and other security documents, if any, at any time evidencing the Subordinated Liens, shall contain a specific written notice that the indebtedness and Liens evidenced thereby are subordinated as provided in this paragraph.

Subordination of Indebtedness and Liens. The payment of any and all principal of and interest on all indebtedness of Borrower to the GuarantorCompany, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, now or hereafter existing, due or to become due to Guarantor under any and all circumstances, including, without limitation, any rights of subrogation of Guarantor in respect of any payment by Guarantor under this Guaranty Agreement (herein called the “"Subordinated Debt”"), shall in all respects be subordinate and junior in right of payment and enforcement to the prior payment and enforcement in full of the Guaranteed Obligations as provided in this Section. Except to the extent, if any, as may be expressly permitted by the Loan and Security Agreement, no payment shall be made on or with respect to the Subordinated Debt unless and until the Guaranteed Obligations shall have been paid and performed in full. In the event that Guarantor shall receive any payment on account of the Subordinated Debt in violation of this Section, Guarantor will hold, or cause to be held (as the case may be), any amount so received in trust for the benefit of Administrative Agent and the other Lender Parties and will forthwith deliver, or cause to be delivered (as the case may be), such payment to Administrative Agent, in the form received, to be applied to the Guaranteed Obligations. All security interests and liens, if any, at any time securing payment of all or any part of the Subordinated Debt (herein called the “"Subordinated Liens”") shall be and remain inferior and subordinate to the security interests and liens securing payment of all or any part of the Guaranteed Obligations, regardless of whether such Subordinated Liens presently exist or are hereafter created or when such Subordinated Liens were created, perfected, filed, or recorded (provided that the foregoing shall not be interpreted or deemed to allow the existence of any security interests or liens that are prohibited by the Loan Documents). Guarantor shall not exercise or enforce any creditors’ ' rights or remedies that it may have against BorrowerCompany, or foreclose, repossess, sequester, or otherwise institute any action or proceeding (whether judicial or otherwise, including, without limitation, the commencement of, or joinder in, any bankruptcy, insolvency, reorganization, liquidation, receivership, or other debtor relief law) to enforce the Subordinated Debt or any Subordinated Lien on any assets of Borrower Company unless and until the Guaranteed Obligations shall have been paid and performed in full. The terms and provisions of this Section are given by Guarantor as additional rights and benefits to any and all other subordination agreements heretofore, concurrently herewith, or hereafter executed by Guarantor to or in favor of Administrative Agent and the LendersAgent, and nothing in this Guaranty Agreement shall be deemed to in any way negate or replace any other such previous, concurrent, or subsequent subordination agreements.

Subordination of Indebtedness and Liens. The payment of any and all principal of and interest on all indebtedness of Borrower Client to the Guarantor, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, now or hereafter existing, due or to become due to Guarantor under any and all circumstances, including, without limitation, any rights of subrogation of Guarantor in respect of any payment by Guarantor under this Guaranty Agreement (herein called the “Subordinated Debt”), shall in all respects be subordinate and junior in right of payment and enforcement to the prior payment and enforcement in full of the Guaranteed Obligations as provided in this Section. Except to the extent, if any, as may be expressly permitted by the Loan and Security AgreementMFA, no payment shall be made on or with respect to the Subordinated Debt unless and until the Guaranteed Obligations shall have been paid and performed in full. In the event that Guarantor shall receive any payment on account of the Subordinated Debt in violation of this Section, Guarantor will hold, or cause to be held (as the case may be), any amount so received in trust for the benefit of Administrative Agent and the other Lender Parties FGI and will forthwith deliver, or cause to be delivered (as the case may be), such payment to Administrative AgentFGI, in the form received, to be applied to the Guaranteed Obligations. All security interests and liens, if any, at any time securing payment of all or any part of the Subordinated Debt (herein called the “Subordinated Liens”) shall be and remain inferior and subordinate to the security interests and liens securing payment of all or any part of the Guaranteed Obligations, regardless of whether such Subordinated Liens presently exist or are hereafter created or when such Subordinated Liens were created, perfected, filed, or recorded (provided that the foregoing shall not be interpreted or deemed to allow the existence of any security interests or liens that are prohibited by the Loan Finance Documents). Guarantor shall not exercise or enforce any creditors’ rights or remedies that it may have against BorrowerClient, or foreclose, repossess, sequester, or otherwise institute any action or proceeding (whether judicial or otherwise, including, without limitation, the commencement of, or joinder in, any bankruptcy, insolvency, reorganization, liquidation, receivership, or other debtor relief law) to enforce the Subordinated Debt or any Subordinated Lien on any assets of Borrower Client unless and until the Guaranteed Obligations shall have been paid and performed in full. The terms and provisions of this Section are given by Guarantor as additional rights and benefits to any and all other subordination agreements heretofore, concurrently herewith, or hereafter executed by Guarantor to or in favor of Administrative Agent and the LendersFGI, and nothing in this Guaranty Agreement shall be deemed to in any way negate or replace any other such previous, concurrent, or subsequent subordination agreements.